KEN Financial Services Ltd Directors Report

To,

The Members,

Ken Financial Services Limited

Your Directors have pleasure in presenting the 30^th Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2024.

1. Financial Results:

The financial results are summarized below:

(Amount in Hundreds)

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
A Total Income	58,007	7,90,297
B Total Expenses	46,544	6,91,331
C Profit/(Loss) Before Tax	11,463	98,966
D Tax expense:
- Current Tax	3,840	33,090
- Tax for earlier years	-	5,957
- Deferred Tax	(59.20)	(1,839)
E Profit/(Loss) after Tax	7,682	61,758

2. Financial Performance:

During the year, the Company has earned Total Income of Rs.58,007 hundreds in comparison to Rs. 7,90,297 hundreds during the previous year. The Net Profit after tax is Rs. 7,682 hundreds in comparison with Rs.61,758 hundreds during the previous year. Your directors are of the opinion of performing better in forthcoming year. There is no change in the nature of business carried on by the Company during the financial year ended March 31, 2024.

3. Dividend & Reserves:

The Board of Directors of your Company has decided not to recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2024 and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

The Company is a non-systemically important non-deposit taking non-banking financial company (NBFC) registered with the Reserve Bank of India (RBI) since March 24, 1998, with registration number 13.00423 and classified as NBFC-Investment and Credit Company (NBFC-ICC) pursuant to circular DNBR (PD) CC.No.097/03.10.001/2018-19 dated 22^nd February, 2019. The Company is mainly engaged in the business of financing and continues to comply with all the rules, regulations and the guidelines issued by RBI. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company. Management Discussion & Analysis report is being given under Corporate Governance Report.

5. Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited ("BSE").

6. Dematerialization of Shares:

99.38% of Companys paid-up Equity Share Capital is in dematerialized form as on March 31, 2024 and the balance 0.62% is in physical form. The Companys Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr. Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 011.

7. Internal Financial Controls:

Internal Financial Controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of Internal Financial Controls is obtained through 3 Lines of defense which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Companys Internal Financial Controls are adequate and are operating effectively as intended.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Company has adequate financial resources at its disposal for carrying on its business. Our company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs for the F.Y. 2023-24.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies. Hence the statement containing salient features of the financial statement of Subsidiaries/ Joint Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) The members of the Company at the 26^th AGM held on 28^th September, 2020 had appointed M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in the year 2025.

(b) The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. All the details read together with relevant notes to the accounts and accounting policies are self - explanatory and do not call for further comments.

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary, Mumbai, as the Secretarial Auditor of the Company.

(b) The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure A. As regards, to the qualification in the Report, we submit that virtual inspection was conducted on 19^th December, 2023 at 12:00 noon through Webex meeting and our Companys name was removed from the list of SDD non-compliant on BSE website.

13. Internal Auditors:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality .and efficacy of the internal controls, governance systems and processes. The Internal Auditor monitors and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company that has been put in place to mitigate the risks faced by the organization and thereby achieves its business objective.

The internal control and compliance are on-going process. Based on the findings and report of the internal auditor, process owners undertake corrective action that may be required in their respective areas for further strengthening the controls and control environment. Significant audit observations and corrective actions thereon are presented to the Audit Committee. The internal auditors also independently carry out the design evaluation and testing of controls related to requirements of Internal Financial Controls. The evaluation of design effectiveness and testing of controls for various business activities, processes and sub processes was carried out and found satisfactory.

In terms of Section 138 of Companies Act, 2013 and Rules made thereunder, M/s. P N S V & Co., Chartered Accountants are the Internal Auditors of the Company.

14. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

15. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at www.ken-fin.com.

16. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

17. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore, information required under this clause is not applicable to the Company.

18. Unsecured Loans from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the Company during the year under review.

19. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

20. Human Resources:

KFSL has highly committed, loyal and dedicated team. The Company promotes an atmosphere which encourages learning and informal communication within the organisation. The Company is having Performance Management System to objectively measure the performance of the individual and the organization. The overall remuneration structure is linked with such system. The other required safety norms were followed throughout the company.

21. Meetings of the Board:

The Board of Directors of the Company duly met 5 (five) times during the Financial Year 2023-24 on 29-05-2023, 19-07-2023, 11-08-2023, 09-11-2023 and 06-02-2024. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Act and Regulation 17(2) of the SEBI Listing Regulations.

22. Disqualification of Directors:

During the year, 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 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

23. Board of Directors and Key Managerial Personnel:

(i) Appointment of Directors:

The Board of Directors of the Company appointed Mr. Ritesh Kumar Pathak (holding DIN 09517090) as an Additional Director - Independent Director with effect from close of business hours of 14^th March, 2023.

Subsequently, the members of the Company, at their 29^th AGM held on 15^th September, 2023, appointed Mr. Ritesh Kumar Pathak as an Independent NonExecutive Director of the Company with effect from 15^th September, 2023, to hold office for a term of five consecutive years i.e up to 14^th September, 2028.

(ii) Cessation of Independent Director:

Mr. Manoj Kumar More (holding DIN 00040190), Independent Director of the Company, has completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company with effect from 30^th May, 2024.

(iii) Appointment of Additional Director:

The Board of Directors of the Company appointed Mr. Rajesh Babulal Sodani holding DIN 05010096), as an Additional Director- Independent Director on the Board with effect from 30^th May, 2024.

(iv) Appointment of Directors retiring by rotation:

Mr. Shakti Singh Rathore (holding DIN 09208373) Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(v) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. Vigil Mechanism /Whistle Blower Policy:

A vigil mechanism provides a channel to employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or any Policy of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy pursuant to the requirements of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and the same can be accessed on Companys website www.ken-fin.com.

25. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance and the same can be accessed on Companys website www.ken-fin.com.

26. Directors Responsibility Statement:

According to the provisions of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) 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; and

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

27. Secretarial Standards of ICSI:

Pursuant to the provisions of Section 118 of the Act, 2013 during Financial Year 202324, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1" and "SS-2") relating to ‘Meetings of the Board of Directors and ‘General Meetings issued by the Institute of Company Secretaries of India ("ICSI") and notified by Ministry of Corporate Affairs.

28. Particulars of Loans, Guarantees or Investments:

The Company being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

29. Related Party Transactions:

Contracts/arrangement/transactions entered by the Company during Financial Year 202324 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

All related party transactions entered during Financial Year 2023-24 were on arms length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations. Details of transactions with related parties during Financial Year 2023-24 are provided in the notes to the financial statements.

There were no transaction requiring disclosure under Section 134(3)(h) of the Companies Act, 2013. Hence, Form AOC-2 does not form a part of this report.

30. Risk Management:

The Company has long been following the principle of risk minimization as its norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The Risk Management Policy can be accessed on Companys website www.ken-fin.com.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

The common risks are regulations, competition, business risk, technology obsolescence, investments, retention of talent and expansion of facilities. Business risk further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.

31. Safety:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. Significant and Material Orders Passed by the Regulators or Courts or Tribunal:

During the year, there were no significant and material orders passed by Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

33. Material changes and commitments affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

34. Board Evaluation:

To comply with the provisions of Section 134(3)(p) of the Act read with Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors, Board as a whole and Committees of the Board of Directors. The annual performance evaluation has been carried out and the same is explained in detail in Corporate Governance Report which forms part of this report. The Board is responsible to monitor and review the evaluation framework. Further, in compliance with Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors of the Company.

35. Audit Committee:

Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 &7 of the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee is comprised of three Independent Directors. The composition of the Audit Committee is as under:

Name	Designation	Category
Mr. Manoj Kumar More 1	Chairman	Non-Executive Independent Director
Mr. Rajesh Babulal Sodani 2	Chairman	Non-Executive Independent Director
Ms. Neha Kailash Bhageria	Member	Non-Executive Independent Director
Mr. Ritesh Kumar Pathak	Member	Non-Executive Independent Director

1Upto 30^th May, 2024 ²From 30^th May, 2024

All the recommendations made by the Audit Committee were accepted by the Board.

36. Nomination & Remuneration Committee:

Pursuant to provisions of Section 178(1) of the Companies Act, 2013, the Nomination and Remuneration Committee is comprised of three Independent Directors. The composition of the Committee is as under:

Name Designation Category

Mr. Ritesh Kumar Pathak Chairman Non-Executive Independent Director

Mr, Manoj Kumar More ¹ Member Non-Executive Independent Director

Ms. Neha Kailash Bhageria Member Non-Executive Independent Director

Mr, Rajesh Babulal Sodani ² Member Non-Executive Independent Director

1Upto 30^th May, 2024 ²From 30^th May, 2024

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

37. Ratio of Remuneration:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

(Amount in Hundreds)

Sr. No. Name	Designation	Remuneration for the F.Y. 2023-24	% increase (decrease) from previous year	Ratio / Times per median of employee remuneration
1. Mr. Shakti Singh Rathore	Managing Director	8,057	11.13 %	3.36 times
2. Mr. Praveen Kumar Modi	Director	3,600	Nil	1.50 times
3. Mrs. Sarika Agarwal	Company Secretary	2,400	Nil	1.00 times

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

38. Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. All Board members and senior management personnel have affirmed compliance with the Companys code of conduct for Financial Year 2023-24.

We hereby confirm that the Company has complied with corporate governance requirements specified in Regulation 17 to 27 and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

39. Share Capital:

A) Buy Back of Securities

The Company has not bought back any of its securities during the year.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year.

40. RBI Guidelines:

The Reserve Bank of India (RBI) Governor Ms. Shaktikanta Das announced the Monetary Policy Committee (MPC) decisions. Indias central bank left its benchmark interest rate unchanged, as expected, keeping its focus on inflation amid policy uncertainty following an unexpected election result. The Monetary Policy Committee was to deliberate on key policy decisions. This comes as food inflation has been a persistent concern, with urban areas experiencing a 1.03 per cent rise while rural areas seeing a 0.59 per cent increase in April, leading to a combined national food inflation increase of 0.74 per cent. The decision comes amid robust growth momentum as retail inflation hit an 11-month low in April 2024 at 4.83 per cent.

41. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

42. Acknowledgment:

Your Directors convey their appreciation to all the Companys employees for their enormous personal efforts as well as collective contribution to the Companys performance. The Directors would also like to thank the investors, Customers, Bankers, Government, Lead Managers and all the other business associates for the continuous support given by them to the Company and their confidence in its Management.