Directors Report of KHFM Hospitality & Facility Management Services Ltd.

Mar 31, 2025

Your Directors are pleased to present the 19th Annual Report on the affairs of the KHFM Hospitality and
Facility Management Services Limited (“the Company”) together with the Audited Financial Statements for the
financial year ended March 31, 2025 (“year under review”).

1. FINANCIAL HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The Company’s financial performance (Standalone and Consolidated) during the financial year ended March
31, 2025 are summarized in the following table:

(In Rs. Lakhs)

PARTICULARS	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	9,518.25	10,744.51	10,429.96	11,209.48
Other Income	79.47	66.55	96.34	67.33
Profit Before Depreciation, Interest & Tax	1,092.26	1,042.27	1,153.88	1,043.52
Interest (Finance Cost)	528.02	507.76	560.42	532.81
Profit Before Depreciation & Tax	564.24	534.51	593.46	510.71
Depreciation and amortization expense	85.05	58.44	85.86	58.65
Profit Before Tax	479.19	476.07	507.60	452.06
Current Tax	(154.62)	(82.04)	(145.99)	(74.16)
Reversal / Provision of Income Tax	271.46	64.17	271.64	63.79
Deferred Tax	37.70	147.48	37.73	147.51
Total Tax Expense	154.54	129.61	163.38	137.14
Profit / (Loss) for the Year	324.65	346.46	344.22	314.92

2. COMPANY’S PERFORMANCE REVIEW:

The audited financial statements of the Company, both Standalone and Consolidated, for the financial year
ended March 31, 2025, have been prepared in accordance with the applicable provisions of the Companies Act,
2013, the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 and other relevant accounting principles and policies.

During FY 2024-25, the Company recorded Standalone Revenue from Operations of Rs. 9,518.25 lakh,
compared with Rs. 10,744.51 lakh in FY 2023-24. Standalone EBITDA (including other income) stood at Rs.
1,092.26 lakh in FY 2024-25, compared with Rs. 1,042.27 lakh in FY 2023-24. The Standalone Profit after Tax
(PAT) for the year was Rs. 324.65 lakh in FY 2024-25, compared with Rs. 346.46 lakh in FY 2023-24.

We secured new work orders valued at approximately Rs. 7,927.82 lakh during the year, reaffirming our strong
market presence and execution capabilities.

3. STATE OF COMPANY’S AFFAIRS

Pursuant to Section 134(3)(i) of the Companies Act, 2013 and in accordance with Secretarial Standard-4 issued
by the Institute of Company Secretaries of India, the Board of Directors states as under:

The Company continues to be engaged in the business of hospitality and facility management services, which
remains its principal line of activity. Operations during the year spanned across its established service segments,
including housekeeping, engineering maintenance, Catering, Horticulture, Gardening, security services, and
other facility management solutions. These activities were carried out in the ordinary course of business, and
there has been no change in the overall nature or scope of operations

There has been no change in the status of the Company during the financial year, and the financial year of the
Company also remains unchanged. No major business developments occurred during the year that would have a
material impact on the Company’s affairs. The Company did not undertake any new capital expenditure
programmes beyond routine operational requirements, and no acquisitions, mergers, expansions,
modernisations, or diversifications were carried out.

Further, there were no developments, acquisitions, or assignments of any material intellectual property rights
during the year. There were also no other material events or circumstances during the financial year or after its
close till the date of this Report that could have an impact on the Company’s financial position or business
operations.

The Board remains committed to sustaining operational efficiency and service quality and will continue to focus
on leveraging the Company’s existing capabilities to maintain stable and efficient performance in the year
ahead.

4. TRANSFER TO RESERVES

No amount has been transferred to any reserve during the year under review. The entire profit has been retained
in the Statement of Profit and Loss to strengthen the Company’s internal accruals.

5. DIVIDEND

After careful consideration of the Company’s financial performance, liquidity position, prevailing economic
conditions and future capital requirements, the Board of Directors have decided not to recommend any dividend
for the financial year ended March 31, 2025. This approach is aligned with the Company’s strategic focus on
reinvesting profits for long-term value creation.

6. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

In accordance with the provisions of Section 124 of the Companies Act, 2013, any dividend amount that
remains unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor
Education and Protection Fund (IEPF) established by the Central Government.

During the year under review, there were no amounts lying in the Unpaid / Unclaimed Dividend Account that
had remained unpaid / unclaimed for seven years or more from the date of their transfer. Accordingly, no
amounts were required to be transferred to the IEPF during the financial year.

Further, in accordance with the Secretarial Standard on Dividend (SS-3) issued by the Institute of Company
Secretaries of India, the details of the unclaimed dividend accounts along with the respective due dates for
transfer of such amounts and the corresponding shares to the IEPF Authority are provided in the table below.

Financial Year	Type of Dividend	Rate (%)	Date of Declaration	Due Date for Transfer to IEPF	Amount Transferred to Unpaid Unclaimed Dividend Account
2018-19	Final Dividend	5%	25/09/2019	02/10/2026	Rs. 4,500/-
2019-20	Final Dividend	2.5%	30/09/2020	07/10/2027	Rs. 6,438/-
2024-25	Final Dividend	5%	30/09/2024	07/10/2031	Rs. 19,070/-

Shareholders are requested to note that the unclaimed dividend and the corresponding shares once transferred to
the IEPF Authority along with any benefits that may accrue thereon can be claimed by the concerned
shareholders by submitting an application in the prescribed manner in accordance with the applicable provisions
of the IEPF Rules.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company which
occurred between the end of the financial year of the Company to which the financial statements relate and the
date of this Report.

8. SHARE CAPITAL

As on March 31, 2025, the Paid-up Equity Share Capital of the Company stood at Rs. 20,87,84,990, comprising
2,08,78,499 equity shares of face value Rs. 10 each.

Board of Directors, at their meeting held on February 15, 2024, had approved a preferential issue comprising of
9,20,700 equity shares (of which only 8,37,000 equity shares were subsequently allotted) and 22,32,000
convertible warrants, each convertible into one equity share, in accordance with applicable provisions of the
Companies Act, 2013 and SEBI (ICDR) Regulations, 2018. The said proposal was approved by the shareholders
at the Extra-Ordinary General Meeting held on March 18, 2024, and the in-principle listing approval for both
instruments was received from the National Stock Exchange of India Limited (“NSE”) on April 29, 2024.

During the year under review 7,54,141 equity shares were allotted upon conversion of convertible warrants. The
final listing and trading approval for 3,93,700 of these shares was received from NSE on May 21, 2025, and for
the balance 3,60,441 shares on May 22, 2025, both after the closure of the financial year.

Accordingly, upon receipt of these approvals, the Paid-up Equity Share Capital stood revised to Rs.
21,63,26,400, comprising 2,16,32,640 equity shares of Rs. 10 each.

Preferential Allotment of Equity Shares

Pursuant to the aforementioned approvals, the Preferential Allotment Committee of the Board, at its meeting
held on May 02, 2024, allotted 8,37,000 equity shares on a preferential basis, as under:

• 1,51,900 equity shares were allotted to Mr. Ravindra Hegde, Promoter and Managing Director, against
conversion of unsecured loans aggregating Rs. 78,98,800, at an issue price of Rs. 52 per share;

• 6,85,100 equity shares were allotted to non-promoter (public category) investors for cash consideration,
aggregating Rs. 3,56,25,200.

The final listing and trading approval for these equity shares was received from the NSE on August 06, 2024.

Conversion of Warrants into Equity Shares

On May 13, 2024, the Preferential Allotment Committee of the Board allotted 22,32,000 convertible warrants
on a preferential basis at an issue price of Rs. 52 per warrant (comprising Rs. 10 face value and Rs. 42
premium), Of these, 8,58,700 warrants were allotted to promoters and 13,73,300 warrants to non-promoters. In
accordance with the terms of issue, 25% of the issue price was duly received at the time of allotment, with the
balance 75% payable upon conversion.

During the FY 2024-25, a total of 7,54,141 warrants were converted into an equivalent number of fully paid-up
equity shares upon receipt of the balance issue price, in compliance with the terms of issue and applicable SEBI
regulations. This included 25,641 warrants converted by Mr. Ravindra Hegde, Promoter and Managing Director,
on December 18, 2024, and 7,28,500 warrants converted by allottees other than promoters on different
occasions during the year

The final listing and trading approval for these equity shares was received from the NSE on May 22, 2025, after
the closure of the financial year. The remaining 14,77,859 warrants continue to be eligible for conversion within
the stipulated period in accordance with the terms of allotment.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Companies Act,
2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, are provided in the notes to the
financial statements.

10. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review and has complied
with the provisions of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. As such, no amount of principal or interest on public deposits was outstanding as on the
date of the Balance Sheet.

11. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, there were no additions to or cessations from the list of subsidiaries, associate
companies, or joint venture entities of the Company.

The Company has the following subsidiary and joint venture entities as on March 31, 2025:

KHFM Infra Projects Private Limited:

KHFM Infra Projects Private Limited is a wholly owned subsidiary of the Company. It was incorporated as a
Special Purpose Vehicle (SPV) to execute plantation works along the Hindu Hrudaysamrat Balasaheb
Thackeray Maharashtra Samruddhi Mahamarg on EPC mode for the section from Ch. Km. 0 000 to Km.
31 000 (Village Shivmadka to Village Khadki Amgaon, Nagpur District), covering a total stretch of 31
kilometers under package “LPP 01”.

KHFM & DP Jain Company:

KHFM & DP Jain Company is a partnership firm formed between the Company (holding a 99% stake) and DP
Jain & Company Private Limited (holding 1%). The firm was constituted as a Special Purpose Vehicle (SPV)
for the execution of plantation works along the Hindu Hrudaysamrat Balasaheb Thackeray Maharashtra

Samruddhi Mahamarg on EPC mode for the section from Ch. Km. 623 479 to Km. 664 479 (Village
Tarangpada - Pimpri Sadroddin to Village Birwadi, in Nashik and Thane Districts), covering a total stretch of
41.10 kilometers under package “LPP 14”.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries, in
the prescribed Form AOC-1, is attached as Annexure I of this Report

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the financial year were in the ordinary course
of business and on an arm’s length basis, in accordance with the provisions of the Section 188 of the Companies
Act, 2013.

There were no material related party transactions requiring approval of the shareholders as required under
Section 188 of the Companies Act, 2013.

Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, is attached as Annexure II of this Report.

13. PARTICULARS OF EMPLOYEES AND REMUNERATION

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s)/amendment(s)/re-enactment thereof, for the time being in force), is set out in Annexure III
hereto, which forms part of this Board’s Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Retirement by Rotation and subsequent Re-appointment

In accordance with Section 152 of the Companies Act, 2013, Mrs. Sujata Ravindra Hegde (DIN: 01829352),
Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered
herself for re-appointment. The Board recommends her re-appointment for the approval of the Members.

ii. Changes in the Composition of the Board of Directors
Resignation of Mr. Kapildeo Ramswarup Agrawal

Mr. Kapildeo Ramswarup Agrawal (DIN: 09679952), Non-Executive Independent Director, resigned from the
Board and its Committees with effect from October 11, 2024, due to other professional commitments that
limited his availability. The Board places on record its sincere appreciation for his guidance, strategic insights,
and valuable contributions during his association with the Company.

Appointment of Mr. Rudra Narayan Kar

Mr. Rudra Narayan Kar (DIN: 10898326) was appointed as an Additional (Independent) Director with effect
from January 09, 2025. He is a seasoned finance and banking professional with over 34 years of experience in
senior leadership roles at the Reserve Bank of India. He also served as the Chief Executive Officer of Financial
Benchmarks India Pvt. Ltd. for seven years. His expertise spans across regulatory policy, financial institution

supervision, monetary operations, and corporate governance. The Board is confident that his appointment will
further strengthen the Company’s governance framework.

iii. Changes in Key Managerial Personnel

Appointment of Mrs. Sujata Ravindra Hegde as Chief Financial Officer:

Mrs. Sujata Ravindra Hegde (DIN: 01829352), Promoter and Director of the Company, was also appointed as
the Chief Financial Officer with effect from May 14, 2024. She brings more than 22 years of experience in
financial management, administration and implementation of ISO standards across operational sites. Her
appointment was made in accordance with Section 203 of the Companies Act, 2013 and applicable SEBI Listing
Regulations.

Appointment and Resignation of Mr. Akash Bate as Company Secretary & Compliance Officer

Mr. Akash Bate, an Associate Member of the Institute of Company Secretaries of India, was appointed as the
Company Secretary and Compliance Officer of the Company with effect from May 14, 2024. He resigned from
the said position with effect from February 20, 2025 due to other professional pursuits. The Board places on
record its appreciation for his professional services and contribution during his tenure.

Appointment of Mr. Ritesh K Mishra as Company Secretary and Compliance Officer

Mr. Ritesh K. Mishra, an Associate Member of the Institute of Company Secretaries of India, was appointed as
the Company Secretary and Compliance Officer of the Company with effect from April 30, 2025, in compliance
with the provisions of Section 203 of the Companies Act, 2013 and Regulation 6(1) of the SEBI Listing
Regulations.

iv. Composition of Board and Key Managerial Personnel as on March 31, 2025:

The composition of the Board of Directors and Key Managerial Personnel of the Company as on March 31,
2025, is as under:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Ravindra Malinga Hegde	Managing Director	01821002
2.	Mrs. Sujata Ravindra Hegde	Director and CFO	01829352
3.	Mr. Saurav Hegde	Director	08116567
5.	Mr. Girish Ramnani	Independent Director	09362318
6.	Mr. Prabhakar Patil	Independent Director	00377406
7.	Mr. Rudra Narayan Kar	Additional (Independent) Director	10898326

v. Declaration / Statement by Independent Directors:

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfil the criteria of independence provided in Section 149 (6) of the Companies Act,
2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations; and

b) There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of
Conduct. In terms of Section 150 of the Companies Act, 2013 and Rules framed thereunder, the Independent
Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of
the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs.

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the
Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience
in their respective fields.

vi. Policy on Appointment and Remuneration of Directors and Key Managerial Personnel

The Company has in place a duly approved Nomination and Remuneration Policy, which sets out the
framework for appointment, evaluation, and remuneration of Directors, Key Managerial Personnel, and
senior management. The Policy aims to ensure that appointments are merit-based and remuneration is
aligned with industry standards and business performance, while also supporting the Company’s strategic
objectives.

The policy is available on the Company’s website at: https://www.khfm.in/category/event_70.pdf

vii. Disqualification of Directors:

Pursuant to the provisions of Section 164(2) of the Companies Act, 2013 (“Act”) read with Rule 14 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Company has received Form DIR-
8 from all Directors confirming that none of them are disqualified from being appointed or continuing as
Directors of the Company. The Board is of the opinion that the Directors of the Company meet the criteria of
eligibility prescribed under the Act and Rules framed thereunder

15. BOARD MEETINGS AND GENERAL MEETING HELD DURING THE YEAR

During the year under review, five meetings of the Board of Directors were held in compliance with the
provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
The requisite quorum was present at all the meetings. The details of the Board meetings and attendance of
Directors are as under:

May 14, 2024	May 30, 2024	November 11, 2024
	September 06, 2024	March 30, 2025

The Annual General Meeting of the Company for the year under review was held on September 30, 2024.

Sr.	Name of the Director	No. of Board Meetings		Whether present at AGM
No.		Entitled to attend	Attended	held on September 30, 2024
1.	Mr. Ravindra Malinga	5	5	Yes
2.	Mrs. Sujata Ravindra	5	5	Yes
3.	Mr. Saurav Hegde	5	5	Yes
4.	Mr. Prabhakar Patil	5	5	Yes
5.	Mr. Girish Ramnani	5	4	No
6.	Mr. Rudra Narayan Kar	1	1	NA
7.	Mr. Kapildeo Agrawal*	3	2	Yes

* Mr. Kapildeo Ramswarup Ag*awal resigned w.e.f. October 11, 2024

16. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted the following Committees in accordance with the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

i. Audit Committee

The Company has a duly constituted Audit Committee in compliance with the applicable provisions of the
Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended).

The Audit Committee comprises the following members: -

Name of the Director / Member	Designation	Nature of Directorship
Mr. Girish Ramnani	Chairman	Independent Director
Mr. Ravindra Malinga Hegde	Member	Managing Director
Mr. Rudra Narayan Kar	Member	Additional (Independent) Director

During the year under review, four Audit Committee Meetings were held and all the recommendations made
by the Audit Committee were accepted by the Board.

All members of the Audit Committee possess sound knowledge and expertise in finance, accounting, and
internal controls. The Committee plays a vital role in monitoring the financial reporting process, internal
audit functions, risk management, and statutory audit matters.

The Company Secretary acts as the Secretary to the Committee.

The roles and responsibilities of the Committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements before submission to the board for approval, with particular
reference to:

a) Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms
of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the
board for approval.

6) 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.

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification
thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems.

13) 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.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) 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.

16) 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.

17) 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.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that
function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous
complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

23) The Audit Committee shall mandatorily review the following information:

a) Management Discussion and Analysis of financial condition and results of operations.

b) Statement of significant related party transactions (as defined by the Audit Committee).

c) Management letters / letters of internal control weaknesses issued by the statutory auditors.

d) Internal Audit Reports relating to Internal Control Weaknesses.

e) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to
review by the Audit Committee.

24) Statement of deviations:

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

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

25) Powers of the Audit Committee:

a) Investigating any activity within its terms of reference;

b) Seeking information from any employee;

c) Obtaining outside legal or other professional advice; and

d) Securing attendance of outsiders with relevant expertise, if it considers necessary.

ii. Nomination & Remuneration Committee

The Company has a duly constituted Nomination and Remuneration Committee in accordance with the
provisions of Section 178 and other applicable provisions of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014.

The Nomination and Remuneration Committee comprises the following members:

Name of the Director/Member	Designation	Nature of Directorship
Mr. Prabhakar R.Patil	Chairman	Independent Director
Mr. Girish Ramnani	Member	Independent Director
Mr. Rudra Narayan Kar	Member	Additional (Independent) Director

During the year under review, two Nomination and Remuneration Committee Meetings were held.

The Committee is responsible for identifying individuals qualified to become Directors and for determining the
criteria for their independence. It also reviews and recommends the remuneration policy for Directors, Key
Managerial Personnel, and other employees, ensuring it is aligned with market benchmarks and the Company’s
performance objectives.

The roles and responsibilities of the Committee are as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key
Managerial Personnel and other associates.

2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

3. Devising a policy on diversity of Board of Directors.

4. Identifying persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board of Directors their
appointment and removal.

5. 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.

6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by such Committee.

iii. Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee in compliance with Section 178(5)
and other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014.

The Stakeholders Relationship Committee comprises the following members:

Name of the Director/Member	Designation	Nature of Directorship
Mr. Prabhakar Patil	Chairman	Independent Director
Mrs. Sujata Ravindra Hegde	Member	Director & CFO
Mr. Saurav Ravindra Hegde	Member	Director

The Committee is responsible for resolving grievances and overseeing redressal mechanisms related to investor
complaints including issues concerning non-receipt of annual reports, dividend payments, transfer/transmission
of shares, issue of duplicate share certificates, and other investor-related matters.

The roles and responsibilities of the Committee are as under

1. Resolving investor grievances and monitoring redressal status.

2. Overseeing performance of the Registrar and Share Transfer Agent.

3. Ensuring effective communication with shareholders.

4. Reviewing measures for effective exercise of voting rights.

5. Monitoring adherence to service standards for investor services.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and in line with the guidance provided by the
Nomination and Remuneration Committee (“NRC”), the Board carried out the annual evaluation of its own
performance, that of its Committees, and of individual Directors.

A separate exercise was undertaken to evaluate the performance of each Director, including the Chairman of the
Board. The evaluation was based on defined parameters such as attendance and active participation at Board and
Committee meetings, quality of contributions, independence of judgment, and effective safeguarding of the
interests of minority shareholders.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being
evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by
the Independent Directors. In addition, the Independent Directors also reviewed the overall performance of the
Board and its functioning as a collective body.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement as specified under Section 134 of the Companies Act, 2013 (including any statutory
modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directors’
Responsibility Statement, the Directors of your Company hereby state and confirm that:

• in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

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

• 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;

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

• the Directors, have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

• 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.

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

The Company is not engaged in any manufacturing activities during the financial year under review and is
primarily involved in hospitality and facility management services. The information, as applicable, has been
provided in Annexure IV forming part of this Report.

20. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 (as amended), the Company is not required to annex the extract of the Annual
Return in Form MGT-9 to this Report. Instead, the Annual Return in Form MGT-7 has been uploaded on the
Company’s website and can be accessed at the following link: https://www.khfmin/fmancials.php?ID=1

21. CORPORATE GOVERNANCE

Since the Company’s securities are listed on SME Platform of NSE (i.e. SME Emerge), by virtue of Regulation
15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of
regulation 46 and Para C, D and E of schedule V are not applicable to the Company. Hence Corporate
Governance does not form part of this Board’s Report.

22. COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, during the year under review has duly complied with the
applicable Secretarial Standard/s, namely Secretarial Standard-1 (‘SS -1’) on Meetings of the Board of Directors
and Secretarial Standard-2 (‘SS-2’) on General Meetings.

23. RISK MANAGEMENT

Risk is an inherent aspect of business, especially in a dynamic economic scenario. The Company’s risk
management philosophy is to ensure that the Company has an effective risk management system in place
comprising strategies, processes and reporting procedures necessary to continuously identify, measure, monitor,
manage and report risks to which the Company is or could be exposed to as well as their interdependencies.

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has Risk Management Policy to
identify the elements of risk, if any which in the opinion of Board may threaten the existence of the Company
and the same is available on the Company’s website at https://www.khfmin/fmancials.php?ID=9.

During the financial year under review the Board of Directors did not come across any potential risks which
may threaten the existence of the Company.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal financial control systems commensurate with the size and complexity of its
operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance
of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records
including timely preparation of reliable financial information.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.

25. AUDITORS

(a) Statutory Auditor

M/s GTA & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a

term of five years pursuant to the resolution passed at the Extra-Ordinary General Meeting held on October 27,
2023. However, they tendered their resignation on August 19, 2024, prior to the completion of their term, due to
non-agreement on the revised fee structure for audit services.

In view of the said resignation, and pursuant to the provisions of Section 139(1) of the Companies Act, 2013,
read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors, at
their respective meetings held on September 06, 2024, recommended and approved the appointment of M/s
YRKDAJ and Associates LLP, Chartered Accountants (Firm Registration No. W100288), as the Statutory
Auditors of the Company. Their appointment was subsequently approved by the shareholders at the 18th Annual
General Meeting held on September 27, 2024, for a period of five consecutive years, i.e., from the conclusion of
the said Annual General Meeting until the conclusion of the 23rd Annual General Meeting to be held in the year
2029.

The Board places on record its appreciation for the professional services rendered by M/s GTA & Co. LLP
during their tenure.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have re¬
appointed M/s. Mishra & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the
Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year 2024-25, issued by M/s. Mishra & Associates, is annexed as
Annexure V to this Report.

(c) Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, has re-appointed
M/s. C.C. Talreja & Co., Chartered Accountants (Firm Registration No. 157820W), as the Internal Auditor of
the Company for the financial year 2025-26.

The Internal Auditor shall carry out the audit in accordance with the scope approved by the Audit Committee
and provide independent assurance on the adequacy and effectiveness of internal controls, risk management, and
governance processes.

26. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit 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 and accordingly such accounts and records
are not required to be made and maintained.

Also, Cost Audit is not applicable to the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e)
read with Schedule V of SEBI Listing Regulations, is enclosed to this Report as Annexure VI.

28. DETAILS OF SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR
TRIBUNAL

There were no significant and material orders issued against the Company by a regulating authority or court or
tribunal that could affect the going concern status and its future operations. Hence, disclosure pursuant to Rule 8
(5) (vii) of Companies (Accounts) Rules, 2014 is not required

29. VIGIL MECHANISM

The Company in accordance with the provisions of section 177 (9) of the Companies Act, 2013, read with rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations has established a
robust Vigil Mechanism Policy for Directors and employees.

The vigil mechanism is overseen by the Audit Committee.

The Policy provides for framework and process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.
Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the
Chairman of the Audit Committee, in exceptional cases, is also provided to them,

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website of the
Company at https://www.khfm.in/category/event_61.pdf

30. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company.
All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual
basis.

31. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the SEBI Listing Regulations, as amended, the Company has formulated
and adopted the Code of Conduct to regulate, monitor and report trading by designated persons. The object of
the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in
letter and spirit, while trading in listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (“the Code”) in line with the Securities and Exchange Board of India (Prohibition of
Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of, legitimate
purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of
Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanism for
monitoring trade in the Company’s securities by the “Designated Employees and their relatives" helps in real
time detection and taking appropriate action, in case of any violation/non-compliance of the Company’s Insider
Trading Code.

32. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate
Governance. The Company communicates with shareholders through its website and through all stipulated
filings/announcements to the stock exchange where its shares are listed, including financial results, annual
report, notices, outcomes of meetings, and policies.

33. PREVENTION OF SEXUAL HARASMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for any form of sexual harassment and is committed to creating a safe and
inclusive work environment, especially for women. In accordance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and applicable rules, the Company
has formulated and implemented a comprehensive policy to prevent and redress sexual harassment at the
workplace.

During the financial year 2024-25:

• Number of complaints received: Nil

• Number of complaints disposed of: Nil

• Number of complaints pending beyond 90 days: Nil

34. 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.

35. HUMAN RESOURCE

The Company continues to invest in its people, who form the backbone of its success. The focus remains on
fostering a performance-driven culture, internal talent development, leadership building, and capability
enhancement.

Employee engagement, training, and development programs are conducted throughout the year to strengthen the
skills, productivity, and morale of employees. The Company also supports cross-functional exposure, job
rotations, and merit-based progression to align career development with business goals

The Board acknowledges the commitment and contribution of all employees and looks forward to their
continued dedication.

36. WEBSITE

The Company’s Website (www.khfm.in) contains the information about the Business, Financial Information,
Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for
assisting and handling investors’ grievances and such other details as may be required under sub regulation (2)
of Regulation 46 of the Listing Regulations, 2015.

The contents of the website are reviewed and updated on a periodic basis to ensure the availability of timely and
accurate information to stakeholders.

37. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, CSR provisions are applicable to companies that satisfy the specified
financial criteria.

During the year under review, the Company did not meet the thresholds prescribed under sub-section (1) of
Section 135 of the Companies Act, 2013 and accordingly, was not required to constitute a CSR Committee or
undertake CSR expenditure.

38. OTHER DISCLOSURE

• No Director has received any remuneration or commission from any subsidiary of the Company.

• The Company does not have any scheme for provision of funds for purchase of its own shares by employees
or trustees for their benefit.

• The Company has not accepted any public deposits during the year under review.

• No shares (including sweat equity) have been issued to employees under any scheme.

• There are no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• The Company has not undertaken any one-time settlement with any bank or financial institution during the
year under review.

39. ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation to the Company’s shareholders, customers, vendors,
bankers, financial institutions, and regulatory authorities for their continued support and confidence in the
Company.

The Board also places on record its deep appreciation for the dedication, professionalism, and commitment
displayed by the entire KHFM team across all levels, which has contributed to the Company’s sustained
progress and operational resilience

For and on behalf of the Board
KHFM Hospitality and Facility Management Services Limited

Sd/- Sd/-

Mr. Ravindra Hegde Mrs. Sujata Hegde

Managing Director Director & CFO

DIN: 01821002 DIN: 01829352

Date: August 25, 2025
Place: Mumbai

---

Mar 31, 2024

Your Director’s are pleased to present the 18^th Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended on March 31,2024.

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Company’s financial performance (Standalone and Consolidated) during the financial year ended 31^st March, 2024 are summarized in the following table:

(In Rs. Lakhs)

	Standalone		Consolidated
PARTICULARS	Year ended 31.03.2024	Year ended 31.03.2023	Year ended 31.03.2024	Year ended 31.03.2023
Turnover	10744.51	8,889.78	11209.48	9,023.49
Other Income	66.55	81.28	67.33	81.28
Profit Before Depreciation, Interest and Tax	1042.26	928.59	11276.81	941.23
Interest	507.76	594.12	532.81	597.32
Profit Before Depreciation and Tax	534.51	334.47	510.71	343.91
Depreciation and amortization expense	58.44	33.11	58.65	33.19
Profit Before Tax	476.06	301.36	452.06	310.72
Tax Expenses:
Current Tax	(82.04)	8.07	(74.16)	11.23
Reversal of Provision of Income Tax	64.17	81.39	63.79	81.39
Deferred Tax	147.48	(74.65)	147.51	(74.65)
Profit / (Loss) for the Year	346.46	286.58	314.92	292.76

2. COMPANY’S PERFORMANCE REVIEW:

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 31st March, 2024, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles.

Your Company’s standalone revenue from operations for the financial year ending 31st March, 2024 stood at Rs. 10744.51 Lakh as compared to previous year Rs. 8889.78 Lakh during the previous financial year. The Company has achieved Standalone EBIDTA (including other income) of Rs. 1042.27 Lakh during the financial year 2024 as against that of EBIDTA of Rs. 928.62 Lakh for the previous financial year 2023. The Standalone profit before tax for the financial year under review is 476.07 Lakh as compared to previous year Rs. 301.39 Lakh.

Your Director’s express their satisfaction on the overall financial performance and the progress made by the Company during the year under review.

3. DIVIDEND

Your Directors has declared a Final Dividend of Rs. 0.50 per Equity Share of face value of Rs. 10/- each for the financial year ended on March 31, 2024, subject to approval of the Shareholders at the ensuing Eighteenth Annual General Meeting of the Company (“18^th AGM”) which if approve will absorb Rs. 104.39 Lakhs

4. UNPAID DIVIDEND &IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and have unclaimed dividend which remains to be transferred to Investor Education & Protection Fund (IEPF).

Financial Year	Type of Dividend	Rate (%)	Date of Declaration	Date of Transfer to IEPF	Amount Transferred to Unpaid Unclaimed Dividend Account
2018-19	Final Dividend	5%	25/09/2019	02/10/2026	4500/-
2019-20	Final Dividend	2.5%	30/09/2020	07/10/2027	6438/-

5. TRANSFER TO RESERVES j

I

I

No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.

I

6. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY | FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

I

I

I

I

There have been no material changes and commitments, which affect the financial position of the j company which have occurred between the end of the financial year to which the financial statements

i

relate and the date of this Report. j

l

l

l

l

7. CHANGES IN NATURE OF THE BUSINESS, IF ANY |

I

I

I

I

I

I

I

I

I

The Company Continued to carry Business of Integrated Hospitality and Facility Management and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.

8. SHARE CAPITAL

During the Year under review, Company in their Extra - Ordinary General Meeting of Shareholders have passed the resolution to increase the Authorised Share Capital of the Company from Rs. 21,00,00,000/-(Rupees Twenty Crores) to Rs. 25,00,00,000/- (Rupees Twenty Five Crores).

Also, Shareholders have approved:

• Issue of 1,51,900 Equity Shares to Mr. Ravindra Malinga Hegde by Way of Conversion of Loan to Equity.

• Issue of 7,68,800 Fully Paid Equity Shares on Preferential Basis to the Non-Promoter Category.

• Issue of 22,32,000 Warrants (Equity Convertible Warrants) on Preferential Basis to Entities Belonging to the Promoter & Non-Promoter Category.

Company in their Board Meeting held on 2^nd May, 2024 have allotted 1,51,900 Equity Shares to Mr. Ravindra Malinga Hegde by Way of Conversion of Loan to Equity and 6,85,100 Equity Shares to Non -Promoter Shareholders.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.

10. PUBLIC DEPOSITS

During the year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. All related party transaction as required under AS-18 are reported in the notes to financial statement of the Company. Form AOC - 2 forming part of this Directors Report is attached herewith as Annexure I.

All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

12. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES, AND JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

During the FY 2023-24, the Company had One (1) Subsidiary. The Company does not have any Associate Companies and Joint Venture Company.

The performance and financial position of each of the subsidiaries and associates for the year ended March 31, 2024 in the prescribed format of Form AOC-1 is attached as “Annexure II” to the Board''s Report of the Company and forms a part of this Annual Report.

There is no material change in the nature of the business of Subsidiaries or Associate Companies during the year under review.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Ravindra Malinga Hegde have been re-appointed as Managing Director of the Company for further period of Five Years with effect from August 24, 2023 for a period of Five (5) Years till August 23, 2028. Further, Mr. Prabhakar R. Patil, have been appointed as Non -Executive Independent Director of the Company with effect from September 04, 2023 and Mr. Brahm Pal Singh have resigned from the post of Non - Executive Independent Director with effect from October 04, 2023.

Mr. Rahul Krishna Pathak, have resigned from the post of Company Secretary & Chief Financial Officer with effect from February 17, 2024.

Mr. Akash Anant Bate have been appointed as company secretary and Mrs. Sujata Ravindra Hegde have been appointed as CFO on the board of the company with effect from 14^th May 2024.

i. The Directors and Key Managerial personnel of the Company as on 31st March, 2024 are as below:

Sr.No.	Name	Designation	DIN/PAN
1.	Ravindra Malinga Hegde	Managing Director	01821002
2.	Sujata Ravindra Hegde	Executive Director	01829352
3.	Saurav Hegde	Executive Director	08116567
4.	Girish Ramnani	Independent Director	09362318
5.	Kapildeo Agrawal	Independent Director	09679952
6.	Prabhakar Patil	Independent Director	00377406

ii. Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Office of Mr. Saurav Ravindra Hegde (DIN: 01829352), Director liable to retire by rotation at this Annual General Meeting,

and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his reappointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of Director seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of Companies in which they hold directorship and/or membership/chairmanships of the Committees of the respective Boards, Shareholding and relationship between Directorship inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 are given in Section of the notice of AGM forming part of the Annual Report.

iii. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of ''Independence'' in according to the provisions of Section 149(6) of, read with Schedule IV- Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

iv. Company’s Policy on Directors’ Appointment and Remuneration etc.

The Company has devised, inter alia, a policy on Director’s appointment and Remuneration including Key Managerial Personnel and other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmarks.

There has been no change in the policy during the year under review.

The aforesaid policy is available on the website of the Company at https://www.khfm.in

v. Disqualification of Directors:

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

As on March 31,2024, the Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

i. Audit Committee:

Your Company has constituted an Audit Committee (“Audit Committee”) as per section 177 of the Companies Act, 2013.

The composition of the Audit committee as follows: -

Name of the Director/Member	Designation	Nature of Directorship
Mr. Girish Ramnani	Chairperson	Independent & Non - Executive Director
Mr. Kapildeo Agrawal	Member	Independent & Non - Executive Director
Mr. Ravindra Malinga Hegde	Member	Managing Director

All members of the Audit Committee have the requisite qualification for appointment on the committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a secretary to the Committee.

During the Financial Year 2023-24, the Audit Committee of the Board of Directors met Five times viz 30.05.2023, 04.09.2023, 04.10.2023, 09.11.2023 and 15.02.2024.

The Role and powers of the committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) 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.

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13) 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.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) 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.

16) 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.

17) 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.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of operations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

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

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.

23) Statement of deviations:

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

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

Powers of the Audit Committee:

? Investigating any activity within its terms of reference;

? Seeking information from any employee;

? Obtaining outside legal or other professional advice; and

? Securing attendance of outsiders with relevant expertise, if it considers necessary.

ii. Nomination & Remuneration Committee

The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.

The Composition of the Nomination and Remuneration Committee are as under:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Name of the Director/Member	Designation	Nature of Directorship
Mr. Prabhakar R.Patil	Chairman	Independent & Non - Executive Director
Mr. Girish Ramnani	Member	Independent & Non - Executive Director
Mr. Kapildeo Agrawal	Member	Independent & Non - Executive Director

During the Financial Year 2023-2024, the Nomination and Remuneration Committee of the Board of Directors met Five times viz 30.05.2023, 04.09.2023, 04.10.2023, 09.11.2023 and 15.02.2024.

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) 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.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

iii. Stakeholders Relationship Committee

The Company has constituted a stakeholders relationship committee to redress the

complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend

payment, issue of duplicate share certificates, transmission of shares and other related complaints.

The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the

Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015.

The composition of the Stakeholders Relationship Committee is as under:

Name of the Director/Member	Designation	Nature of Directorship
Mr. Girish Ramnani	Chairman	Independent & Non - Executive Director
Mr. Sujata Ravindra Hegde	Member	Executive Director
Mr. Suarav Ravindra Hegde	Member	Executive Director

During the Financial Year 2023-2024, the Stakeholders Relationship Committee of the Board of Directors met Two times viz 04.10.2023 and 15.02.2024.

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.

The terms of reference of the Investor Grievance Committee include the following:

a. Redressal of shareholders’/investors’ complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure

b) Requirements) Regulations, 2015.

The details of Investors’ nnmnlaints received and resolved during the year 9093-9094 are as under''

No. of Investors’ Complaints	No. of Investors’ Complaints	No. of Investors’ Complaints
received during the year 2023-	resolved during the year 2023-	pending as on 31st March,
24	24	2024
0	0	0

15. BOARD MEETINGS HELD DURING THE YEAR

The Board oversees the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the stakeholders are being served in order to effectively perform its responsibility of oversight. In compliance with the statutory requirements, and to provide a focused discharge of its responsibilities, the Board has constituted various committees with necessary terms of reference.

During the year 2023-24, Five (5) Board Meetings were held on 30^th May, 2023, 4^th September, 2023, 4^th October, 2023, 9^th November, 2023, and 15^th February, 2024. The maximum interval between any two meetings was not more than 120 (one hundred and twenty) days, as stipulated under Section 173(1) of the Act, Regulation 17(2) of the Listing Regulations and the Secretarial Standards-1 issued by Institute of Company Secretaries of India.

Sr.	Name of the Director	No. of Board Meetings
No.		Entitled to attend	Attended
1.	Ravindra Malinga Hegde	5	5
2.	Sujata Ravindra Hegde	5	5
3.	Saurav Hegde	5	5
4.	Girish Ramnani	5	5
5.	Kapildeo Agrawal	5	5
6.	Prabhakar Patil	3	3

16. FORMAL ANNUAL 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 Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company’s financial condition and results of operations.

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31st March 2024 and of the profit of your Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of your Company, and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Your company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively;

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

18. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31,2024 is given below:

A. CONSERVATION OF ENERGY:

• The Steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

• The Steps taken by Company for utilizing alternate source of energy: Nil

• The capital investment on energy conservation equipment’s: Nil

B. TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: Nil

• The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

• In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

a) the details of technology b) the year of Import c) whether the technology been fully absorbed	NIL
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company is limited to the Indian boundaries. Hence, there are no Foreign Exchanges earnings or outgo.

19. EXTRACT OF THE ANNUAL RETURN

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board’s Report in Form No. MGT-7, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.

The Annual Return for the financial year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.khfm.in/.

20. CORPORATE GOVERNANCE

Since the Company’s securities are listed on SME Platform of NSE (i.e. SME Emerge), by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

21. COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (‘SS-1’) on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2’) on General Meetings, during the FY 2023-24.

22. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

24. PARTICULARS OF EMPLOYEES

The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details forming part of Annexure III to the Board Report.

> Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them

> Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as an Annexure IV.

26. AUDITORS

(a) Statutory Auditor

Pursuant to the provisions of section 139(1) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s GTA & Co LLP., Chartered Accountants (Firm Registration Number: 105482W/W100817) have been appointed as Statutory Auditor of the Company for a period of five consecutive years, till the conclusion of the 22^nd Annual General Meeting of the Company, to be held in the year 2028. However, M/s GTA & Co LLP, have tendered their resignation vide Letter dated 19^th August, 2024.

Board of Directors in their meeting held on 6^th September, 2024 have proposed to appoint M/s. YRKDAJ and Associates LLP (FRN: W100288) as Statutory Auditors of the Company to fill up the casual vacancy caused by the resignation of M/s. GTA & Co LLP. Also proposed to appoint them for the period of five years in upcoming Annual General Meeting of the Company.

(b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s. Mishra & Associates, Practicing Company Secretaries of Mumbai, to conduct the secretarial audit for FY 2024-25. The Secretarial Audit Report, issued by M/s. Mishra & Associates, Company Secretaries for the FY 2023-24, is set out in Annexure V to this Report.

(c) Internal Auditor

Pursuant to the provisions of section 138(1) of the Companies Act, 2013, as amended from time to time, M/s C.C. Talreja & Co., Chartered Accountants (Firm Registration Number: 157820W) was appointed as internal Auditor of the Company for the financial year 2021 -22. The Board of Directors has re-appointed him as Internal Auditor of the Company for the financial year 2024-25.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNAL

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

28. VIGIL MECHANISM

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them. The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms part of this Annual Report and the Whistle Blower Policy has been uploaded on the website of your Company, www.khfm.in under the head investor section.

29. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board’s Report. There were no frauds disclosed during the Financial Year.

30. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

31. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the “Code of Conduct to regulate, monitor and report trading by designated persons in Listed” of the Company (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in letter and spirit, while trading in listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information („the Code") in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of, legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanism for monitoring trade in the Company’s securities by the “Designated Employees” and their relative’s helps in real time detection and taking appropriate action, in case of any violation/non-compliance of the Company’s Insider Trading Code.

32. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Company''s Website and stipulated communications to Stock Exchange where the Company''s shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, Company’s Policies etc.

33. PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. The Company 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 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Financial Year 2023-24, the company has received no complaints on sexual harassment.

34. HUMAN RESOURCE

Your Company’s human resources is the strong foundation for creating many possibilities for its business. During the year under review, your Company added greater employee talent through seamless integration of acquired assets. Continuous people development for developing knowledge and skills coupled with the Talent Management practices will deliver the talent needs of the organization. Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

35. WEBSITE

The Company has a website addressed as www.khfm.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

36. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A policy known as “Appointment criteria for Directors & Senior Management and their Remuneration Policy” approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

37. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 and rules made thereunder are not applicable to the Company during the Financial Year 2023-24.

38. OTHER DISCLOSURE

• There has been no change in the nature of business of the Company during the year under review.

• No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries.

• The Company does not have any scheme or provision of providing money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Company has not accepted any public deposit during the year under review.

• There has been no issuance of shares (including sweat equity shares) to employees of the Company under any scheme.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

39. ACKNOWLEDGEMENT

Your Director’s express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.

Your Director’s very warmly thank all our employees for their contribution to your Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company. We have immense respect for every person who risked their lives and safety to fight this pandemic.

BY ORDER OF THE BOARD OF DIRECTORS FOR KHFM HOSPITALITY AND FACILITY MANAGEMENT SERVICES LIMITED

Sd/-

DATE: SEPTEMBER 06, 2024 RAVINDRA MALINGA HEGDE

PLACE: MUMBAI MANAGING DIRECTOR

DIN:01821002

---

Mar 31, 2023

Your Directors are pleased to presentltlfeAnnual Report on the affairs of the Company together with the Audited Financial Statements for the financial year endMaonh 31, 2023.

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Company’s financial performance(Standalone and Consolidated)during the financial year ended1 ^st March, 2023 are summarized in the following table:

	Standalone		Consolidated*
PARTICULARS	Year ended	Year ended	Year ended
	31.03.2023	31.03.2022	31.03.2023
Turnover	8,889.78	9,642.24	9,023.49
Other Income	8128	63.9	8128
Profit Before Depreciation, Interest and Tax	928.59	(1,479.00)	941.23
Interes t	594.2	57.78	597.32
Profit Before Depreciation and Tax	334.47	(2,051.35)	343.91
Depreciation and amortization expen se	33.1	49.53	33.P
Profit Before Tax	301.36	(2,100.35)	310.72
Tax Expenses:
Current Tax	8.07	-	123
Reversal of Provision of Income Tax	8B9	8.3	8139
Deferred Tax	(74.65)	(B7.2)	(74.65)
Profit / (Loss) for the Year	286.55	(1,921.36)	292.76

*As the Company did not have any subsidiary / associate company during the previous year, the corresponding figures for t lpeevious year havenot been given in respect of the consolidated financial results .

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accountingrinciples generally accepted in India as specified underticnts 29 and B3 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 201, as amended and other relevant provisions of the Act and guidelines issued by the Secuaiidiesxchange Board of India.

The Financial Statements astated above are available on the Company’s website at http://borosilrenewables.com/Investor.html?q=AnnualReports

2. COMPANY’S PERFORMANCE REVIEW:

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 3kt March, 2023, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 205 (IndAS) notified under Section 33 of the Act, read with relevant rules and other accounting principle s.

Your Company’s standalone revenue from operations for the financial year ending 31st March, 2023 stood at Rs. 8,889.78 Lakh as compared to previous year Rs. 9,64224 Lakh during the previous financial year. The Company has achieved Standalone EBIDTA (including otincome) of Rs. 92859 Lakh during the financial year 2023 as against that of EBIDTA of Rs. (479) Lakh for the previous financial year 2022 The Standalone profit before tax for the financial year under review is 30137 Lakh as compared to previous .year Rs (2,00.35) Lakh.

As the Company did not have any subsidiary / associate company during the previous year, the corresponding comparison is not possible in respect of the consolidated financial results

Your Directors express their satisfaction on ttealovfinancial performance and the progress made by the Company during the year under review.

3. IMPACT OF COVID-19

The global pandemic has significantly impacted the role of Facilities Managers (FMs) and brought about several changes in the workplace. H eare some key points regarding the changing role of FMs:

¦ Building Compliance and Safety: FMs played a crucial role in shutting down offices and ensuring compliance with government guidelines during the lockdown. They have been responsible for preparing buildings for the safe return of occupants, implementing social distancing measures, restructuring workplace layouts, and installing screen dividers to limit close contact.

¦ Facilitating Hybrid Working: The rise of remote and hybrid working has led txedehign of workplaces. FMs are involved in reducing the number of desks, creating more collaborative spaces, and setting up hot desks for flexible use by employees.

¦ Integrated Technology: FMs are utilizing location awareness and sensor technology toormoni occupancy and understand space utilization. Smart sensors help in restructuring buildings and adjusting parameters like temperature and humidity. Facilities management software is being integrated with internal systems and apps to improve efficiency atreamline processe s.

¦ Increased Compliance: FMs have had to stay updated with changing guidelines and regulations related to health and safety. Stricter governance and safety ratings, such as the WEL-B aHHegltRating, have

put greater pressure oMH to ensure building compliance and occupant safety.

Overall, the pandemic has highlighted the importance of FMs in creating a safe working environment, managing risks, and ensuring building compliance. FMs now have more responsibilities and

4. DIVIDEND

Your Directors would like to use the profits earned for improving business and hence do not propose any

dividend for the financial year under revi ew.

5. UNPAID DIVIDEND &IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) ant have unclaimed dividend which remains to be transferred to Investor Education & Protection Fund (IEPF).

				Amount	Transferred to
Financial	Type of	Rate	Date of	Date of Transfer Unpaid	Unclaimed
Year	Dividend	(%)	Declaration	to IEPF Dividend Account
2C8 -9	Final Dividend	5%	25/09/209	02/0/2026	45CC/ -
2C9 -20	Final Dividend	25%	30/09/2020	07/0/2027	6438/ -

6. TRANSFER TO RESERVES

No amount has beenransferred to reserves and the profit for the year has been retained in the profit and loss account.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have ben no materiabhanges and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Repor t.

8. CHANGES IN NATURE OF THE BUSINESS, IF ANY

The Company Continued to carry Business of Integrated Hospitality and Facility Management and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year am deview.

9. SHARE CAPITAL

In the 6th AGM of the company, the Authorized Share Capital of the company was increased by Rs. 9,CQCQC0(y - divided into 9QCQC00 Equity Shares of Rs. 1/ - each.

During the year under reviewer company has issued shares. Rights issuebasis of ICC, 9 ,200 Fully paid-up equity shares of face value of ^10.00/- each at a price of ^24.00/- aggregating to ^24,04,60 ,80 .CC/ -on a rights issue basis to the eligible shareholder^ eofompany in the ratio of 1 lot of rights rshfor every 1 lot of equity share held i.e., 3,EG rights shares for every 3,00 equity shares held by such eligible shareholders as on the record date

Authorized Share Capital	Issued, Subscribed & Paid-up share Capital
Equity Shares
No. of Face Amount (Rs.) Shares value	F ace No. of Shares , Amount (Rs.) value
As at 31 03 2022 J20C0C00 0 - E,CC)CC,C0C/ - Tncrea sed increased 90,00,000 10/- 9,00,00,000/-aurmg the year As at 31.03.2023 2,10,00,000 10/- 21,00,00,000/-	(00,22,299 1/ - DC22 2,99C/- 1.00. 19.200 10/- 10,01,92,000/- 2.00. 41.499 10/- 20,04,14,990/-

10. UTILISATION OF FUNDS RAISED THROUGH RIGHTS ISSUE

During the yeaSQ22 -23, your company has issued shares on Rights issue basis of |CQP,2CFully paidup equity shares of face value of ^10.00/- each at a price of ?24.00/- aggregating to ^24,04,60,800.00/- on a rights issue basiprimarily for Working Capital^ajority of these funds were utilized towards s&d purpose and the remaining fids are in the Banks of the comparOyhere has been no deviation or variation in the utilization ofssueproceeds, from the objects stated in Letter of offer document.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loa¶ntees and Investments covered under section B6 of the Companies have been disclosed in N otes to the Financial Statement.

12. PUBLIC DEPOSITS

During the year under review your company has not accepted any deposits falling within the meaning of Section73 of Companies Act, 203 read with the Companies (Acceptance of Deposits) Rules, 204.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all the related party transactions/contracts/arrangements that w^ntoentered by the Company during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by thernlpany with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. All related party transaction as required under -ASare reported in the notes to financial statement he CompanyForm AOC - 2 forming part of this Directors Report is attached herewitin ensure I.

All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the AuCitmmittee is obtained for the transactions which are foreseen and of a repetitive nature.

14. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

During the year, the following companies have become Subsidiaries / Associate Company. The Company has

nus|nidi»y a mumy maiigycmcin jci im.cs

formiiated a Policyfor determining material subsidiaries. The said policy is available on the website of the Company athttps://www.khfm.in/financials.php?ID=9

Subsidiaries

KHFM Infra Projects Private Limited: KHFM Infra Projeist sa wholly owned subsidiary of the Company.

It was primarily established as a special purpose vehtiolperform the work Pflantation works along Hindu Hrudaysamrat Balasaheb Thackehfaharashtra Samruddhi Mahamarge on SrP)Cb for Ch. Km. C DCD to Km. 3 DCD Km (Section -Village Shivmadka to Village KhadkAmgaon, Nagpur District) (Total lengtM Km) - LPP 01”.

KHFM & DP Jain Company: It is a Partnership Firm by creating a partnership by our company having 99% Share and DP Jain & Company Private Ltiri having remaining % Shar et was primarily established as a special purpose vehicle to perform the work of Plantation works along Hindu Hrudaysamrat Balasaheb Thackery Maharashtra Samruddhi Mahamarge on EPC mode for Ch.Km. 623 479 to 664 479(S-ection Village Tarangapada- Pimpri Sadroddin to Village Birwadi, Nashik and Thane District) (Total -Length km) - LPP 4.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors during the year unde r review

i. The Directors and Key Managerial personnel of the Company as on 31st March, 2023 are as below: ¹

Sr.No .	N ame	Designation	DIN/PAN
1	Ravindra Malinga Hegde	Managing Director	CCDB2HE
2.	Sujata Ravindra Hegde	Executive Director	CCDB29 3 52
3.	SauravHegde	Executive Director	00C8I6567
4.	Brahm Pal Singh	Independent Director	DDC8D45923
5.	Girish Ramnani	Independent Director	CCC93623 8
6.	KapilDeo Agrawal	Independent Director	CD D9679952
7.	Rahul Krishna Pathak	Company Secretar-Compliance Officer& CFO	FKCPP3 683P

iii. Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 20B, the Office sf SMjataRavindra Hegde (DIN: 0B29 3 52 ), Director liable to retire by rotation at this Annual General Meeting, and being eligible, she has offered herself for-arpointment. Accordingly the proposal foie ihre-appointment has been included in the Notice conveninhe Annual General Meeting of the Company.

A brief resume of Director seeking appointmentppointment consisting nature of expertise in specific functional areas and name of Companies in which they hold directorship and/or membership/chairmanships ofhe Committees of the respective Boards, Shareholding and relationship between Directorship int-sie as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 20)5 are given in Section of the notice of AGM forming part of the Annual Report.

iv. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of ''Independence'' in according to the provisions of Section 19(6) of, read with Schedule IVCode of Independent Directors to, the Companies Act, 20B and Regulation 6 () (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 20)5 (as amended). All the IndependentDirector/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 20)5. The Independent Directors affirmed that none of them were aware ofrauynstance or situation which could impair their ability to discharge their duties in an independent manner.

v. Company’s Policy on Directors’ Appointment and Remuneration etc.

The Company has devised, inter alia, a policy on Director’s appointment and Remuneration including Key Managerial Personn ednd other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifyipg''sons who are qualified to become Directors and to determine the independence fo Directors, while considering their appointm eanst Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmarks.

There has been no change diet policy during the year under review.

The aforesaid policy is available no the website of the Company at https://www.khfm.in/financials.php7ID .

vi. Disqualification of Directors:

During thefinancial year 2022-202 3 under review the Company has received Form D IRrom all Directors as required under the provisions of Section B4(2) of the Companies Act, 20B read with Companies (Appointment and Qualification of Directors) Rules, 201.

16. COMMITTEES OF THE BOARD

As on March 3, 203, the Board has constituted various committees in accordance with the provisions of the

Companies Act, 20B, the details of which are given as under:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

i. Audit Committee:

Your Company has constituted an Audit Committee (“Audit Committee”) as per section 177 of the Companies Act, 20)3.

The composition of the Audit committee as follows:

Name of the Hi ranfnr/Mam hpr	Designation	Nature of Directorship
* * vvrv/i / i '' * viii iovi
Mr. Girish Ramnani	Chairman	Independent & Non- Executive Director
Mr Kapildeo Agrawal	Member	Independent & Non- Executive Director
Mr. Ravindra Malinga Hegde	Member	Managing Director

All members of the Audit Committee have requ isite qualification for appointment on the committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted bye tBoard. The Company Secretary acts as a secretary to the Committee .

During the Financial Year 2022B, the Audit Committee of the Board of Directors met Four times viz 15.05.2022, 05.D.2022, 07.112022 and 02.02.2023.

The Role and powers of the committee are as under:

]) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements oref submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms of clause (c) of s-sbction 3 of Section B4 of the Companies Act, 20B.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial stat ements.

f) Disclosure of any related party transact ions.

g) Modified opinion(s) in the draft audit report.

Hospitality & Facility Management Services

5) Reviewing, with the management, the half yearly and annual financialnstnts before submission to the board for approval .

6) 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 pure»stlhaH>th 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 matter .

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof .

9) Scrutiny of inteorporateloans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

1) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditoradequhcy of the internal control systems.

B) 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.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularityacfailure of internal control systems of a material nature and reporting the matter to the boar d.

16) 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 orfcern.

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

18) To review the functioning of the Whistle Blower mechanism, in casanth esxists .

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the can didate.

20) To overview the Vigil Mechanism of the Company! anke appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of oper ations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

c. Management letters / letters of internal control weaknesses issued by the statutor y auditors.

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditlor subject to review by the audit committee.

2B) Statement of deviation s:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted

to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds tilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 3 2(7).

Powers of the Audit Committ ee:

? Investigating any activity within its terms of reference;

? Seeking information from any employee;

? Obtaining outside legal or other professional advice; and

? Securing attendance of outsiders with relevant expertise, if it considers necessary.

ii. Nomination & Remuneration Committee

The constitution of the Nomination and Remuneration Committee is in compliance wptrlBvihiDns of Section 178 of the Companies Act, 20B.

The Composition of the Nomination and Remuneration Committee are as under:

The Board has in accordance with the provisions of-ssubion (3) of Section 178 of the Companies Act,

20B, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees .

Name of the Director/Member	Designation	Nature of Directorship
MrBrahm Pal Singh	Chairman	Independent & Non- Executive Director
Mr.Girish Ramnani	Member	Independent & Non- Executive Director
Mr Kapildeo Agrawal	Member	Executive Director

During the Financial Year 20223, the Nomination and Remuneration Committee of the Board of Directors

met Four times viZ05.2022, 05.0.2022, 07.112022 and 02.02.2023 .

ROLE OF THE COMMITTEE:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria dorermining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

b) Formulation of criteria for evilon of performance of Independent Directors and the Board of Directors .

c) Devising a policy on diversity of Board of Direct ors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the" iceria laid down, and recommend to the Board of Directors their appointment and removal .

e) 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.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such commit tee.

iii. Stakeholders Relationship Committee

The Company has constituted a stakeholders relationship commit toedtess the complaints/grievances of its shareholders/investors related to -receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship cwmmittee constituted as per the provisions of Section 78(5) of the Companies Act, 20B and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 205.

The composition of the Stakeholders Relationship Committee is as under:

Name of the Director/Member		Designation	Nature of Directorship
Mr.Girish Ramnani		Chairman	Independent & Non- Executive Directoi
Mr.	Sujata Ravindra Hegde	Member	Executive Director
Mr.	Suarav Ravindra Hegde	Member	Executive Director

During the Financial ear 2021-22, the Stakeholders Rationship Committee of the Board of Directors met Two times viz 05.D.2022 and 02.022023.

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference the Investor Grievance Committee include the following:

a. Redressal of shareholdersVinvestors’ complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar Sihaie Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing ObiigatDisclosur e

b) Requirements) Regulations, 205.

The details of Investors complaints received and resolved during the year 2022-202 3 are as under:
No. of Investors’ Complaints	No. of Investors’ Complaints	No. of Investors’ Complaints
received during the year 222-	resolved duringthe year 2022-	pending as on 3 kt March, 2023
23	23
0	0	0

17. BOARD MEETINGS HELD DURING THE YEAR

During the year under revieSSpven meetings of the board were held in compliance with the provisions of the Companies Act, 20B, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 and Secretarial Standards on Board Meet ing.

The details are as follows:

June 15, 2022	July 21,2022	October 06, 2022	December 29, 2022
	September 06, 2022	November 07, 2022	February 02,2023

The Board of Directors m£tt imes, the details ofhich is given below. The maximum interval between any two meetings did not exceed 20 days. Theprescribed quorum was presented for all the Meetings and Directors of the Company actively participates^ meetings and contributed valuable inputs on the matters brought before the Board of Direct ors.

Sr.		No. of Board Meetings
	N ame of the Direct or
No.		Entitled to	Attended
		attend
1	Ravindra Malinga Hegde	7	7
2.	Sujata Ravindra Hegde	7	7
B.	Saurav Hegde	7	7
4.	Brahm Pal Singh	7	7
5.	Girish Ramnan i	7	7
6.	KapilDeo Agrawal2	5	5

*Mr. Kapildeo Agrawal has been appointed on the board of the company as an Additional Independent Director with effect froniy 21, 202 2.

18. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation own performance, Board committees and individual Directors pursuant to the provisions of the Sections B4, 78 and Schedule IV of the Companies Act, 20B. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc .

The performance of the IndependeiBirectors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent D irectors.

The performance of the Committees was evaluated by the Board after seeking inputs fCaamitihie: ee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director durinB oard and Committee meetings.

In a separate meeting of Independent Directors, performance of-IMependent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors-and non executive directors. ThIndependent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

The audited accounts for the year erndeview are in conformity with the requirements of the Companies Act, 20B and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present ojmpanyC financial condition and results of operations.

Pursuant to Section B4 (B) (C) of the Companies Act, 20B the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with pr

b) The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of aofkirs of y Company as at Bkt March 2021 and of the profit of your Company for the year ended on th at date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguartdingassets of your Company, and for preventing and detecting fraud and other irregular ities;

d) The annual accounts have been prepared on a going concern basis;

e) Your company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively;

f) Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effect ively.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section B4(3)(m) of the Companies Act, 20B read with Rule 8(B) of the Companies (Accounts) Rules, 204 for the year ended March Bj 2B2is given below:

A. CONSERVATION OF ENERGY:

• The Steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures incuding regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems e tc.

• The Steps taken by Company for utilizing alternate source of energy: Nil

• The capital investment on energy conservation equipment’s: Nil

B. TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: Nil

• The benefits derived like product improvement, cost reduction, product development or import substitution: Nil ²

a) the details of technology b) the year of Import c) whether the technology been fully absorbed	NIL
d) If not fully absorbed, areas where this has not taken place, re thereforernd future plan of action

C. FOREIGN EXCHAN GE EARN INGS AN D Ull GO

The operations of the Company limited to the Indian boundaries. Hence, there are no Foreign Exchanges earnings or outgo.

21. EXTRACT OF THE ANNUAL RETURN

As per the amendment in Rule 2 fompanies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board’s Report in Form No. MGT-7, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub section (3) of section 92 of the Companies Act, 20B.

The Annual Return for the financial year -2B0as per provisions of the Act and Rules thereto, is available on the Company’s website at https //www.khfm.in/.

22. CORPORATE GOVERNANCE

Since the Company’s securities are listed on SME Platform of NSE (i.e. SME Emerge), by virtue of Regulation 5 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205, the compliance with the corporate governance ovisions as specified in regulations 7 to 27 and clause (b) to (i) of-sub regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

23. COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standal d( ‘SS-1’) on Meetings of the Board of Directors and Secretial Standard- 2 (‘SS-2’) on General Meetings, during the FY 2022-23.

24. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. ®jeetive of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried outttfyidtvaluate, monitor and manage both business and n-business risks.

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensu peoper recording of financials and monitoring of operatiefiMctiveness

and compliance of various regulatory and statutory requiremTrhe . management regularly monitors the safeguarding of its assets, prevention and detection of frauds and eactonsacy and completeness of the accounting records including timely preparation of reliable financial information.

26. PARTICULARS OF EMPLOYEES

The Company has no employee, who is in receipt of remuneration of Rs 8,5Gpper month or Rs. }(E,CQCtty - per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201.

Further the following details forming parAnofexure II to the Boad Report.

> Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2G1 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them

> Disclosure Rule 5 of ehCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 201.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 is furnished aknatexure III.

28. AUDITORS

(a) Statutory Auditor

Pursuant to the provision section B9(1) of the Companies Act, 20B, read with the Companies (Audit and Auditors) Rules, 201, as amended from time to time, M/s Bhushan Khot & Co., Chartered Accountants (Firm Registration Number: 1B888W) have been appointed as Statutory Auditof the Company for a period of five consecutive years, till the conclusion of the 17th Annual General Meeting of the Company, to be held in the year 2023.

It is hereby informed that the Auditor M/s. Bhushan Khot & Co., Chartered Accountants, Mfaenai has proposed to get reappointed as Statutory Auditor for the Second Tofrfiive years from the conclusion of 17th AGM till the conclusion of 22nd AGM of the Company to be held in the year 2028, at a remuneration as may be mutually agreed between the Boa and the Statutory Auditors.

(b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 20B read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201, the Board hasapreinted M/s. Mishra & Associates, Practicing Company Secretaries of Mumbai, to conduct the secretarial audit fo3-2FYT2ffi; Secretarial Audit Report, issued by M/s. Mishra & Associates, Company Secretaries for tEe2F,Ys 20et out inAnnexure IV to this Repor t.

(c) Internal Auditor

Pursuant to the provisions of section B8Q of the Companies Act, 20B, as amended from time to time, M/s C.C. Talreja &Co., Chartered Accountants (Firm Registration Number: 57820W) was appointed as internal Auditor of the Company forethinancial year 2021-22 The Board of Directors has-appointed him as Internal Auditor of the Company for the financial year-2202

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNAL

There were no significant amditerial orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

30. VIGIL MECHANISM

Your Company has established a robust Vigil Mechanism for report inognofrns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 77 of the Companies Act, 20B, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 201, and the Listing Regulations.The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided againsd iviization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them. The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms parAnfiuttli s Report and the Whistle Blower Policy has been uploaded on the website of your Company, www.khfm.in under the head investor section.

31. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the seaudttMjriahave reported to the Audit Committee under section 13(E) of the Companies Act, 20B any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board’s Report. There wernjo frauds disclosed during the Financial Y ear.

32. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed complitancthe Code on annual basis .

33. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the “Code of Conduct to regulate, monitor and report trading by designated persons in Listed” of the Company (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in leter and spirit, while trading in listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information („the Code") in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 20B and formulated a Policy for determination of, legitimate

purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished PricdSensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanism for monitoring trade in the Company’s securities by the “Designated Employees” and their relative’s helps in real time detection and taking appropriate action, in case of vkyation/non-compliance of the Company’s Insider Trading Code.

34. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholderough multiple channels of communication such as Company''s Website and stipulated communications to Stock Exchange where the Company''s shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, Company’s Policies etc .

35. PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line ewpfhvtsiions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy .

During th eFinancial Year 202-23, the company has received no complaints on sexual harassment.

36. HUMAN RESOURCE

Your Company’s human resources is the strong foundation for creating many possibilities for its business. During the year under review, your Company added greater employee talent through seamless integration of acquired assets. Continuous people development for developing knowledge andllskcoupled with the Talent Management practices will deliver the talent needs of the organization. Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development cf talent on ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

37. WEBSITE

The Company has a website addressed as www.khfm.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regul attionf Regulation 46 of the Listing Regulations,

205. The Company ensures that the contents of this website are periodically updated.

38. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A policy known as “Appointment criteria for Directors & Senior Management and their Remuneration Policy” approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 78(3) of the Companies Act, 20B and Rule 6 of the Companies (Meetings of Board and its Powers) Rules,

204. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Mranng team to enhanced organizational

performance .

39. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section B5 and rules made thereunder are not applicable to the Company during the Financial Y ear 202-23.

40. OTHER DISCLOSURE

• There has been no change the nature of business of the Company during the year under review.

• No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries.

• The Company does not have any scheme or provision of providing money for the apiaroh its own shares by employees oby trustees for the benefit of employees.

• The Company has not accepted any public deposit during the year under review.

• There has been no issuance of shares (including sweat equity shares) to employees of the Company u any scheme

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 206

• There was no instance of ©time settlement with any Bank or Financial Instit ution.

41. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitudes tbanks, financial institutions, stakeholders, business associates, Central and State Governments for theopecation and support and look forward to their continued support in future.

Your Directors very warmly thank all our employees for theirbutinn to your Company’s performance.

We applaud them for their superior levels of competence, dedication and commitment to your Company. We have immense respect for every person who risked their lives and safety to fight this pandemic.

For and on behalf of the Board FOR KHFM HOSPITALITY AND FACILITY MANAGEMENT SERVICES LIMITED

Ravindra Malinga Hegde Sujata Ravindra Hegde

Managing Director Director

DIN: 01821002 DIN: 01829352

Date: September 04, 2023 Place: Mumbai

1

Mr.Rahul Krishna Path akas appointed on the post ofCompany SacretaryCompliance Officer & Chief F inancial Officwre.f. December 29, 2022.

ii. During the Financial year 2022-23:

Change in Board of Directors and KMP’s:

• Mr . Rahul Krishna Pathak was appointed on the post of Company Sec-Compliance Officer & Chief F inancial Officer w.eDfe cember 29, 2022.

2

In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):