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KSOLVES INDIA LTD.

22 December 2025 | 12:49

Industry >> IT Consulting & Software

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ISIN No INE0D6I01023 BSE Code / NSE Code 543599 / KSOLVES Book Value (Rs.) 14.01 Face Value 5.00
Bookclosure 23/10/2025 52Week High 536 EPS 14.47 P/E 20.07
Market Cap. 688.95 Cr. 52Week Low 277 P/BV / Div Yield (%) 20.74 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors are pleased to present the Annual Report of your company together with the Audited
Standalone and Consolidated Financial Statements of your company for the financial year ended, March 31,
2025.

1. Summar y of Financial Results:

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

Particulars

Standalone (Rs. in Lakhs)

Consolidated (Rs. in Lakhs)

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue

13,721.18

10,807.34

13,743.31

10,863.73

Other Income

44.46

33.74

44.52

33.85

Expenses

8,922.03

6,168.02

8,985.73

6,224.29

EBITDA

4,827.58

4,639.32

4,786.01

4,639.44

Finance costs

28.43

-

28.43

-

Depreciation and amortization
Expense

219.06

83.73

221.59

86.59

Profit before tax

4,624.55

4,589.32

4,580.52

4,586.70

Tax Expenses

1,148.08

1,166.39

1148.51

1,171.29

Profit for the year

3,476.47

3,422.94

3,432.01

3,415.41

Other Comprehensive Income/(Loss)

(53.86)

(10.14)

(53.86)

(10.14)

Total Comprehensive Income for the
Year

3,422.61

3,412.81

3,378.15

3,405.27

2. Performance of your company:

Consolidated Financial Highlights

The audited consolidated financial statement of your company as on 31st March, 2025 prepared in
accordance with the Generally Accepted Accounting Principles in India, relevant applicable regulation of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provision of Companies Act,
2013 forms part of this Annual report.

The Key Aspect of your company's consolidated financial performance during the financial year 2024-25 are
as follows:

Operational Highlights: The consolidated revenue of the company from Sales is Rs. 13,743.31 lakhs
as compared to Rs. 10,863.73 lakhs in the previous year.

Financial Highlights: The consolidated profit of the company is Rs. 3,432.01 lakhs as compared to
Rs. 3,415.41 lakhs in the previous year.

Standalone Financial Highlights:

Operational Highlights: The standalone revenue of the company from Sales is Rs. 13,721.18 lakhs as
compared to Rs. 10,807.34 lakhs in the previous year.

Financial Highligts: The standalone profit of the company is Rs. 3,476.47 lakhs as compared to Rs.
3,422.94 lakhs in the previous year.

3. Changes in Share Capital

During the year under review, the company did the share split in the ratio of 1:2 i.e one share of ?10 each divided
into 2 shares of ?5 each resulting into the total share capital of Rs.11,85,60,000/- divided into total no. of equity
shares of 2,37,12,000 of Rs. 5 per share passed through postal ballot dated January 23, 2025.

4. Dividend

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

a. 1st Interim Dividend FY 2024-25 of Rs. 4 per share (Split adjusted) was declared on June 20, 2025

b. 2nd Interim Dividend FY 2024-25 of Rs. 4 per share (Split adjusted) was declared on October 18,
2025

c. 3rd Interim Dividend FY 2024-25 of Rs. 7.5 per share (Split adjusted) was declared on March 19,
2025.

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

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

6. Transfer to Reserves

During the period under review, the company didn't transfer any amount to the Reserves. The consolidated balance
of retained earnings as on 31 March 2025 stood at Rs 889.83 lakhs against opening balance of Rs. 1,197.62 lakhs

7. Deposit

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

8. Changes in nature of business

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

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

There are no material changes and commitments, affecting the financial position of your Company which has
occurred between the end of the financial year of the Company i.e., March 31, 2025 and the date of Directors'
Report.

10. Foreign Exchange Earnings and Outflow

During the year, the total foreign exchange used was Rs. 236.92 lakhs and the total foreign exchange earned was
Rs. 10682.40 lakhs.

11. Conservation of energy a nd technology absorption

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

12. Particula rs of Holding, Subsidia ry and Associa te Companies

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

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

13. Risk Management and Internal Control System

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

14. Related Party Transactions

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

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

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

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

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

16. Particulars of loans, guarantees or investments

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

17. Directors a nd Key Manageria l Personnel
Board of Directors

As on the end of financial year under review, the Board of the Company comprises of Six (06) Directors;
One Managing Director, one Whole-time Director and remaining four being Independent Directors. As on
March 31, 2025, the Board of the company constitutes of the following directors:

S. N

Name of Director

DIN Number

Designatio n

1.

Mr. Ratan Kumar Srivastava

05329338

Chairman and Managing Director

2.

Ms. Deepali Verma

05329336

Whole-time Director

3.

Ms. Varsha Choudhry

08969362

Independent Director

4.

Mr. Varun Sharma

09132886

Independent Director

5.

Ms. Sushma Samarth

03514831

Independent Director

6.

Mr. Vineet Krishna

07200342

Independent Director

There were no changes in the directorship during the year.

Change in Designation

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

Key Managerial Personnel

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

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

i. Retire by Rotation- Ms. Deepa li Verma

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

ii. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as
prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for
evaluating its performance and effectiveness as well as that of its Committees and carried out an
annual evaluation of its own performance, Board Committees and the Directors individually. The Board
and the Nomination & Remuneration Committee reviewed the performance of the individual Directors
on the basis of the criteria and framework adopted by the Board. The evaluation criteria included
various aspects such as, functionality of Board, compositions, process & procedures including
adequate & timely information, attendance, delegation of responsibility, decision making, roles &
responsibility including monitoring, benchmarking, feedback relationship with the stakeholders and as
provided by the Guidance Note on Board Evaluation issued by SEBI dated January 05, 2017. In a
separate meeting of the Independent Directors held on January 19, 2025, performance of the
Non-Independent Directors, the Board as a whole and the Chairman was also evaluated, on the basis
of pre-set criterion. During the year, Board Evaluation cycle was completed by the Company
internally which included the Evaluation of the Board as a whole, Board Committees and Peer
Evaluation of the Directors. The Board was satisfied with the contribution of directors, in their
respective capacities and as a team.

iii. Nomination and Remunera tion Policy

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

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

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

iv. Details of Director's Remuneration

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

v. Certificate of Pra cticing Company Secretary

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

18. Declaration by Independent Directors

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

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

19. Meeting of Board of Directors and Compliance to Secreta rial Standa rd

The Board of Directors of the Company met nine (9) times during the year i.e., on May 02, 2024, June
20, 2024, July 19, 2024, August 21, 2024, October 18, 2024, December 20, 2024, January 19, 2025,
February 28, 2025 and March 19, 2025. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013. The Company has complied with the provisions of
Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2
(relating to General meetings) during the year.

Attendance of Directors during the Board Meeting for FY 2024-25.

S. N

Name of Director

No. of meeting
attend ed

No. of meeting eligible
to attend/held

1.

Mr. Ratan Kumar Srivastava

8

9

2.

Ms. Deepali Verma

9

9

3.

Mr. Varun Sharma

7

9

4.

Ms. Varsha Choudhry

8

9

5.

Ms. Sushma Samarth

9

9

6.

Mr. Vineet Krishna

8

9

20. General Meeting

During the period under review, the Annual general meeting of the company was held on September 14,
2024. There was no Extraordinary general meeting held during the period under review.

21. Postal Ballot

During the period under review, the company passed the resolutions through postal ballot on July 28,
2024 and January 23, 2025.

22. Board Committees

With a view to have more focused attention on business and for better governance and accountability,
the Board has the following committees as on March 31, 2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

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

Audit Committee

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 177 of the
Companies Act, 2013. The terms of reference of the Audit Committee are as set out in conformity with
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013. The composition of the Audit Committee is as on March 31, 2025 as follows:

S.No

Name of Directo r

Designation

Nature of Directorship

1.

Mr. Varun Sharma

Chairman

Non- Executive Independent Director

2.

Ms. Varsha Choudhry

Member

Non- Executive Independent Director

3.

Mrs. Deepali Verma

Member

Whole time Directo r

4.

Mr. Vineet Krishna

Member

Non Executive Independent Director

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

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

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

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

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

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

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

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

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

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

Ý disclosure of any related party transactions;

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

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

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

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

ix. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

xxiii. Audit committee shall oversee the vigil mechanism.

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

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

Further, the Audit Committee shall mandatorily review the following:

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

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

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

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

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

vi. Statement of deviations:

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

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

The Nomination and Remuneration Committee of the Board of Directors is in conformity with the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 178 of the Companies
Act, 2013. The composition of the Nomination and Remuneration Committee is as on March 31, 2025 is as
follows:

S.No

Name of Director

Designatio n

Nature of Directorship

1.

Mr. Vineet Krishna

Chairman

Non-Executive Independent Director

2.

Ms. Varsha Choudhry

Member

Non-Executive Independent Director

3.

Ms. Sushma Samarth

Member

Non-Executive Independent Director

Terms of reference of the Nomination and Remuneration Committee:

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

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

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

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

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

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

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

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

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

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

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

The Company has constituted a Stakeholders' Relationship Committee pursuant to provisions of Section
178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The composition of Stakeholders' Relationship Committee as on March
31, 2025 is as follows:

S.No

Name of Director

Designation

Nature of Directorship

1.

Ms. Sushma Samarth

Chairperson

Non-Executive- Independent Director

2.

Mr. Varun Sharma

Member

Non-Executive- Independent Director

3.

Mr. Ratan Kumar Srivastava

Member

Chairman & Managing Director

Terms of reference of Stakeholders' Relationship Committee:

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

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

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

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

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

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

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

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

The Company has constituted a Corporate Social Responsibility Committee pursuant to provisions of
Section 135 of the Companies Act, 2013. The composition of Corporate Social Responsibility Committee
as on March 31, 2025 is as follows:

S.N

Name of Director

Designation

Nature of Directorship

1.

Ms. Deepali Verma

Chairperson

Whole-time Directo

2.

Ms. Varsha Choudhry

Member

Non-Executive- Independent Director

3.

Mr. Vineet Krishna

Member

Non-Executive-Independent Director

23. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company's website at

https://ksolves.com/wp-content/uploads/2025/09/Annual-Return-2024-25.pdf

24. Directors' Responsibility Sta tement

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

i. That in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting
Policies' have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

iv. That the annual financial statements have been prepared on a going concern basis;

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

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

25. Auditors

i. Statutory Auditors

The company has re-appointed M/s A Y & Co., Chartered Accountants as the statutory auditors of the
company in the 10th annual general meeting held on September 14, 2024 for the further period of 5
years i.e till the conclusion of the Annual General Meeting to be held for the financial year ending March
31, 2029.

ii. Auditors Report

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

iii. Secretarial Auditor
Change in Secretaria l Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014, the company has proposed the re-appointment of
M/s MSV and Associates, Jaipur as the Secretarial Auditors of the company for financial year 2025-26
to 2029-30.

iv. Internal Auditor

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. RSAV & Co.,
Chartered Accountants, Noida have been appointed as an Internal Auditors of the Company for
Financial Year 2024-25. During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of works includes, Review of the
accuracy and reliability of the Corporation accounting records and financial reports, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

26. Report on Corporate Governance

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

27. Management Discussion and Analysis Report

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

28. Vigil Mechanism and Whistle Blower Policy

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

29. Reporting on Sexual Harassment

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

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

Nil Nil Nil

30. Business Responsibility Report

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

31. Equal Employment Opportunities

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

32. Policy on Code of Conduct and Ethics

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

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

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

utives.pdf

33. Maintenance of Cost R ecords

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

34. Corporate Social Responsibility

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

The Company's CSR Policy statement and annual report on the CSR activities undertaken during the
financial year 2024-25 in accordance with Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) is set out in the Annexure A to this report.

35. MD and CFO Certification

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director (MD) and Chief Financial
Officer (CFO) has certified to the Board of Directors of the Company with regard to the financial
statements and other matters specified in the said regulation for the financial year 2024-25. The
certificate received from MD and CFO is attached herewith as per Annexure - G.

36. Listing Fees

The Company affirms that the annual listing fees for the year 2024-25 to The National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE) has been duly paid.

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

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

38. Details of difference between amount of the valuation done at the time of one time settlement and
the valuation done while taking loan from the banks or financial institutions along with the reasons
thereof

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

39. Disclosure regarding employee stock options plans

During the financial year under review, the Company formulated Ksolves Employee Stock Option
Scheme-I (KSOS-I) and Ksolves Employee Stock Options Scheme-II (KSOS-II) pursuant to the
resolution passed by the shareholders on July 28, 2024 through postal ballot. The Company confirms
that the ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations").The
Company has also obtained certificates from the Secretarial Auditors confirming that KSOS-I and
KSOS-II have been implemented in accordance with the SEBI ESOP Regulations and the resolutions
passed by the shareholders of the Company. The said certificates will be made available for
inspection by the members electronically during the AGM of the Company. Further, the details as
required to be disclosed under Regulation 14 of the SEBI ESOP Regulations can be accessed at
https://ksolves.com/wp-content/uploads/2025/09/ESOP-Disclosure-2024-25.pdf

40. Appreciation and acknowledgement

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

Place: Noida For and on behalf of Board of Directors

Date: September 04, 2025

Ratan Kumar Srivastava
Chairman and Managing Director
DIN: 05329338