Keerti Knowledge & Skills Ltd Directors Report.

Dear Members,

Your Directors are pleased to present their 20th Annual Report on the state of affairs of the Company together with the Audited Statement of Accounts and the Auditors Report of the Company for the year ended March 31 2019.

FINANCIAL HIGHLIGHTS:

The summarized financial performance (Standalone & Consolidated) of the Company for the financial year ended March 31, 2019 is given below:

[Amount in INR]

Particulars

Standalone Financial Statement

Consolidated Financial Statement

March 31,2019 March 31,2018 March 31,2019 March 31,2018
Revenue from Operations and other income 2,37,55,598.44 2,11,07,880.85 6,02,12,358.44 5,08,77,038.85
Total Expenditure 1,89,04,877.48 1,54,49,353.40 5,28,29,123.48 4,00,20,293.40
Profit before exceptional and extraordinary items and tax 48,50,720.96 56,58,527.45 73,83,234.96 1,08,56,745.45
Adjustments for extraordinary / exceptional items 0.00 0.00 0.00 0.00
Profit Before Tax 48,50,720.96 56,58,527.45 73,83,234.96 1,08,56,745.45
Less: Tax Expenses:
- Current Tax 12,66,376.10 15,00,489.85 2,49,1376.10 29,62,489.85
- Short / (Excess) provision of previous year 2,156.00 2,617.00 2,156.00 3,287.00
- Deferred Tax (Credit)/charge 4,747.65 34,222.48 4,59,049.65 1,59,797.48
Profit After Tax / Total Comprehensive Income 35,86,936.51 41,89,643.07 53,48,752.51 80,52,106.08
Surplus carried to Balance Sheet 35,86,936.51 41,89,643.07 53,48,752.51 80,52,106.08
Earnings per equity share (Amt. per share)
- Basic 1.24 1.45 1.85 2.79
- Diluted 1.24 1.45 1.85 2.79

REVIEW OF OPERATIONS:

Standalone:

During the year under review, the Standalone total Income was Rs. 2,37,55,598.44/- as against Rs. 2,11,07,880.85/- for the corresponding previous year.

Total Comprehensive income for the period was Rs. 35,86,936.51/- as against Rs. 41,89,643.07/- in the corresponding previous year Consolidated:

During the year under review, the consolidated total Income was Rs. 6,02,12,358.44/- as against Rs. 5,08,77,038.85/- for the corresponding previous year.

Total Comprehensive consolidated income forthe period was Rs. 53,48,752.51/- as against Net Rs. 80,52,106.08/- in the corresponding previous year

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think not to recommend any dividend for the year under review.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

OVERVIEW

Over the years, KEERTI has evolved and grown exponentially into an initiative with a progressive outlook and a professional approach. It has consistently endeavored to create entrepreneurs and leaders, to establish foundations of a knowledge based economy.

We have a dedicated and talented team of professionals which comprises of experienced personnel in the field of training and education. Our teams commitment to fulfill the requirements of our clientele according to their needs is our prime focus and there is a rigorous and constant effort to deliver to the satisfaction of our clientele. In order to meet these requirements, we have adapted to ISO 9001:2015 certification for Quality Management System to re-define our policies, procedures etc...that will positively impact our ability to meet customer needs and also enhance our training services.

Avibrant and passionate team of Keerti has created a colossal pool of skilled resources with several path breaking ideas. This remains the mainstay of Keertis achievements as the group continues to aspire and scale new altitudes of success.

Our objective of training always has been focused on to make our students employable and future ready. This is evident in our industry oriented curriculum, pedagogies, assessment & evaluations which gives the student a 360 Degree knowledge and exposure to the respective career domains inAccounts&Taxation, Programming Languages, Designing Hardware & Networking etc...

OUR KEY UNIQUE BUSINESS STRENGTHS ARE:

• Established Brand

• Domain Expertise and Technical Excellence

• Contentand Curriculum Development

• Training and Development

• Rich Management Experience

• Plush Pool of Training Resources

• Industry Connect

OUR BUSINESS STRATEGIES:

• Strengthening of our Presence in the Retail Segment

• Quality Educational Service

• Strengthening our Brand Recognition

• Moving up the Value Chain

• Focus on Institutional Segment

• Upgrade our services in line with Institutional requirement and Company Objectives STRATEGY

With the assistance and contribution from our professional team, we continue to endorse our brand by carrying out the activities such as presentations, hoardings in different part of cities, participation in education and franchise exhibition, installing of banners and signboards at prominent locations. In our promotional activities we regularly highlight the key features and benefits of our services and subsequently train our counseling desk personnel to guide the client on various aspects of our services and educational deliverables.

We also actively promote our brand through focused education consultants which enables us to reach out to the right target segment. These consultants provide the basic level information to our prospective clients and thus creating an efficient source for our deliverables.

OUR PRODUCTS AND SERVICES

Our company is engaged into the business of providing services in the field of education and training primarily in information technology (I.T). We are training students from Basic to Advance computer knowledge in various aspects of segments such as Microsoft office, Industrial Computerized Accounting, Inventory Management, Statutory capabilities using Tally, various Programming Languages i.e. C++, .Net, Java and Oracle, Designing courses, Hardware and Networking courses, Communication and Soft Skills etc...

Further, the company has ventured in to career courses such as Financial Accounting and Taxation, Digital Marketing, Web Designing and Web Development, Motion Graphics and Visual effects etc... These courses are focused on creating industry required professionals while equipping the learners with the right domain knowledge and skills. These skills enable the learners to be job ready and employable as these programs are designed on the requirements of the Industry. Further, this would also enable us to create a new segment of learners into our ecosystem.

The company has successfully ventured In to CSR project and has initiated training and placement for 500 learners from economically and socially challenged segment of our society. These training are free for the learners and are backed by placement support. We continue to promote our expertise in education and training to the corporate segment which would enable us to procure more programs in CSR.

OUTLOOK

In last couple of years, the Indian education sector has gone through major changes resulting in substantial increase in the market share of the education industry. Indian education sector is expected to attract enormous investment from Private Equity firms in the next 5 years. Like any other industry, the education industry too is considered one of the prime areas of investments, projected over the coming years the education sector has opened up vast growth avenue, not only in technical education but school and college education there are big opportunities. Vocational education too has been attracting enormous investment from Private Equity firms and foreign companies. Public Private Partnerships (PPP) and Tax concessions available in education sector have been encouraging many reputed foreign players to create their presence in India. There is strong opportunity for foreign companies and private players to penetrate into the education space of India with tremendous investments opportunities for strategic investors.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company during the Financial Year 2018-19.

CORPORATE GOVERNANCE

Since the Company securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (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 Boards Report.

However, Good corporate practices ensure that a Company meets its obligations to optimize shareholders value and fulfils its responsibilities to the community, customers, employees, Government and other segments of the Society. It will, therefore, be its constant endeavour to achieve long term corporate goals. Your Company has taken various steps to initiate good Corporate Governance practices.

SHARE CAPITAL

As on 31 st March, 2019, the Authorised share capital of the Company is INR 5,00,00,000.00 (Indian Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) Equity Shares of INR 10.00(lndian Rupees Ten only) each; and Issued, Subscribed and Paid up share capital of the Company is INR 2,88,68,060.00 (Indian Rupees Two Crore Eighty Eight Lakh Sixty Eight Thousand Sixty only) divided into 28,86,806 (Twenty Eight Lakh Eighty Six Thousand Eight Hundred Six) Equity Shares of INR 10.00 (Indian Rupees Ten only) each.

The Company has only one class of equity shares having a par value of I NR 10.00 per share. Each holder of equity shares entitled to one vote per share.

Further, no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the period under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

> Inductions / Appointment or Re-appointment of Director:

At the 19thAnnual General Meeting held on September 17,2018, Mr. Pandurang N. Patekar, Whole time Director (DIN: 01689762) was re-appointed as the Director of the Company and his officer shall liable to retire by rotation.

Further on the recommendations of the Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Tanul Raju Sonawane (DIN: 08264686)as an additional (Non-executive) Director and Ms. Archana Sanjay Saini (DIN:08427866)as an Additional (Independent) Directors in their meeting held on 27" October 2018and 06th May 2019 respectively, in pursuant to section 161 of the Companies Act, 2013 read with Articles of Association of the Company, who shall hold the office until the 20"’ Annual General Meeting.

The resolutions for confirming the appointment of Mr. Tanul Raju Sonawane (DIN: 08264686)and Ms. Archana Sanjay Saini (DIN: 08427866)as Directors, forms part of the Notice convening the 20" Annual General Meeting (AGM) scheduled to be held on 27th September, 2019. We seek your support and hope you will enthusiastically vote in confirming their appointment to the Board.

Also, Ms. Sonia Bhatia (DIN: 07306337) was appointed as an additional (Independent) Director w.e.f. 27th October 2019, who has resigned w.e.f. 30" April, 2019.

> Cessation of Directorship:

The following director was resigned from the Board of the Company:

Sr. No. Name of the Directors Designation Date of Resignation
1 Ms. Harshika Independent Director 14" November, 2018
2 Ms. Sonia Bhatia Independent Director 30" April, 2019

> Retire by Rotation

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. SudhakarSonawane, Managing Director of the Company, retires by rotation and being eligible; ofFers himself for re-appointment at the forthcoming20thAnnual General Meeting. The Board recommends the said reappointment for shareholders approval.

A brief resume, nature of expertise, details of directorships held in other companies and other information of Mr. Sudhakar Sonawane proposing re-appointment pursuant to the provisions of the Companies Act, 2013 and Listing (Obligations & Disclosure Requirements) Regulations, 2015, is appended as an annexure to the notice of ensuing 20thAnnual General Meeting.

The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and industry, finance, management, Compliance etc.

DISCLOSURES BY THE DIRECTORS:

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, orwhenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the financial year under review, total Five (05) meetings of the Board of directors were held on 28th May 2018,10th August 2018, 27th October 2018,14th November 2018and 27 th February 2019 respectively.

The details of Directors attendances are as under:

Sr. No. Name of the Directors Designation Board Meeting attended during the Year
1. Mr. Sudhakar Sonawane Managing Director 05
2. Mr. Pandurang Patekar Whole-time Director 05
3. Mr. Rajvirendra Rajpurohit Independent Director 05
4. *Ms. Harshika Independent Director 03
5. "Mr. TanulSonawane Non-Executive Director 02
6. "*Ms. Sonia Bhatia Independent Director 02

* Resigned w.e.f. 14" November, 2018 "Appointed on 27th Oct., 2018

"Appointed on 27" Oct., 2018 and resigned w.e.f. 30" April, 2019

The necessary quorum was present at all the Board Meetings and the Intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.

FORMAL ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non—independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

INDEPENDENT DIRECTORS

The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, underthe provisions of section 149(6) of the Companies Act, 2013. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DISCUSSIONS WITH INDEPENDENT DIRECTORS

The Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

BOARDS COMMITTEE

/. Audit Committee

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the year under review, 5 (Five) meeting of Audit Committee was held on, 28th May 2018,10th August 2018,27th October 2018, 14"1 November 2018and 27th February 2019 . The committee presently comprises following three (3) directors. Mr. Rajvirendra Rajpurohit is the Chairperson of the Audit Committee. All members of the Audit Committee possess strong knowledge of accounting and financial management.

Details of composition of the Committee and attendance during the year are as under:

Sr. No. Name of the Directors Designation No. of Committee meeting attended
1. Mr. Rajvirendra Rajpu rohit Chairman, Independent Director 05
2. *Ms. Harshika (Upto 14th November, 2018) Member, Independent Director 03
3. Mr. Pandurang Patekar Member, Executive Director 05
4. **Ms. Sonia Bhatia Member, Independent Director 02

* Resigned w.e.f. 14th November, 2018 ** Appointed on 27th October 2018

Further, the Audit Committee is functional as perthe provision of Section 177 of Companies Act, 2013 and Rules made there under. In addition, to carry out such otherfunctions / powers as may be delegated by the Board to the Committee from time to time.

II. Nomination and Remuneration Committee:

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the Financial Year 2018-19,5 (Five) meetings of the Committee were held on, 28"’ May 2018,10"1 August 2018,27lh October 2018, 14th November 2018 and 27"1 February 2019.

Details of composition of the Committee and attendance during the year are as under:

Sr. No. Name of the Directors Designation No. of Committee meeting attended
1. Mr. RajvirendraRajpurohit Chairman, Independent Director 05
2. *Ms. Harshika Member, Independent Director 03
3. Mr. Pandurang Patekar Member, Executive Director 03
4. **Mr.TanulSonawane Member, Non-Executive Director 02
5. **Ms. Sonia Bhatia Member, Independent Director 02

Resigned w.e.f. 14 November, 2018 ** Appointed on 27"’ October 2018 Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter- alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

Ill) Stakeholder Relationship Committee:

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholder’s / Investors complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the year under review the Company has not received any complaints from the Investors.

During the Financial Year 2018-19,5 (Five) meetings of the Committee were held on, 28"’ May 2018,10"1 August 2018,27"1 October 2018, 14"1 November 2018 and 27*" February 2019.

Details of composition of the Committee and attendance during the year are as under:

Sr. No. Name of the Directors Designation No. of Committee meeting attended
1. *Ms. Harshika (Upto 14th November, 2018) Chairperson, Independent Director 03
2. **Ms. Sonia Bhatia Chairperson, Independent Director 02
3. Mr. RajvirendraRajpurohit Member, Independent Director 05
4. Mr. Pandurang Patekar Member, Executive Director 05

* Resigned w.e.f. 14th November, 2018 ** Appointed on 27thOctober2018 Role of stakeholder Relationship committee

The Stakeholder Relationship Committee of our Board looks into:

• The Redressal of investors complaints viz. non-receipt of annual report, dividend payments etc.

• Matters related to share transfer, issue of duplicate share certificate, dematerializations.

• Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board of Directors as an Agenda item.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 forthat period;

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

d. the directors have prepared the annual accounts on a going concern basis; and

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

f. 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.

EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

In accordance with the provisions of Section 136 of the Companies Act, 2013, the annual report of the Company, the annual financial statement and related documents of the Companys subsidiary companies are placed on the website of the Corporation, www.keerti.org.

Shareholders may download the annual financial statements and detailed information on subsidiary companies from the Corporations website or may write to the Corporation for the same. Further, the documents shall be available for inspection by the shareholders at the registered office of the Corporation.

During the year, Keerti Institute India Private Limited (KIIPL) and Keerti Tutorials India Private Limited (KTIPL) acquired whereby it became a 100%subsidiary of Company.

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure III and forms part of this Report.

PARTICULARS OF MANAGERIAL REMUNERATION :

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure IV and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure Vand forms part of this Report. AUDITORS AND AUDITORS REPORT:

At the 18th Annual General Meeting held on 25th September, 2017, M/s. N K Mittal & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 23rd Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. However, pursuant to Ordinary Resolution passed at the 18Annual General Meeting, appointment shall subject to ratification at every annual general meeting.

Hence, the Notice convening the ensuing 20"’ Annual General Meeting contained a resolution on ratification of appointment of Statutory Auditors. Further, M/s. N K Mittal & Associates, Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31,2020 and they will continue to be the Statutory Auditors of the Company till the conclusion of the 23rt Annual General Meeting.

Auditors Report as issued by M/s. N K Mittal & Associates, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

SECRETARIALAUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla& Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure VI to this report.

INTERNALAUDITOR:

Internal Audits, Controls

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

Further, Ms. Geeta Basant Tilwani is acting as an Internal Auditor of the Company.

PARTICULARS OF LOANS GRANTED. GUARANTEE PROVIDED AND INVESTMENTS MADE:

The Company has not made any investment nor provided any guarantee or Security under Section 186 of the Companies Act, 2013 during the period under review. The details of advanced loans under the provisions of Section 186 of the Companies Act, 2013 read with the Rules issued thereunder, are set out in Note 10to the Financial Statements forming part of this report.

RELATED PARTY TRANSACTIONS:

Related party transactions, if any, that were entered into during the period ended March 31,2019, were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details as per Annexure VII

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the related party transactions as per Accounting Standard 18 are set out in Note No. 1 (XV)to the Significant Accounting policies part of this report.

EMPLOYEE STOCK OPTION PLAN SCHEME:

Our Company does not have any Employee Stock Option Scheme/ Employee Stock Purchase Scheme as on the date of filing of this Draft Prospectus.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company being in the business of trading and marketing of agricultural inputs are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

The Company has also put in place the continuous process of identifying and replacing in a phased manner, the machinery used like Computers, Air Conditioners and UPS etc., which are low in efficiency.

B. Research and Development (R&D)

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

C. Technology absorption, adaptation and innovation

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services. The management of your Company is focused on the ongoing process of technology up gradation, and reinvention of business model of your Company, as and when required.

D. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

During the year under review, the Company does not fall under the prescribed criteria of Section 177(9) of Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 so there is no requirement to establish Vigil Mechanism / Whistle Blower policy thereof.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHECOMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the financial years to which these financial statements relate on the date of this report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DEPOSITS:

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2019.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up incompliance with the said Act. During the year under review, two complaints pertaining to sexual harassment of women employees were reported to the Company and the same were investigated in accordance with the procedures prescribed and adequate steps were taken to resolve them.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the required criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee and frame a policy thereof.

LISTING WITH STOCK EXCHANGE:

The shares of the Company are listed on NSE Emerge only.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from stakeholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors
Keerti Knowledge and Skills Limited
SudhakarSonawane Pandurang Patekar
Managing Director Whole-time Director
DIN:01689700 DIN :01689762
Date: 27/08/2019
Place: 65/2823, AshadeepChs Ltd., Gandhi Nagar,
Near MIG Cricket Club, Bandra (East),
Mumbai-400051, Maharashtra, India.