KHFM Hospitality & Facility Mgt. Services Ltd Directors Report

To,

The Members,

KHFM Hospitality and Facility Management Services Limited

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

1. FINANCIAL HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

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

(In Rs. Lakhs)

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

2. COMPANYS PERFORMANCE REVIEW:

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

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

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

3. STATE OF COMPANYS AFFAIRS

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

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

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

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

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

4. TRANSFER TO RESERVES

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

5. DIVIDEND

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

6. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

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

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

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

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

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

7. MATERIAL CHANGES AND COMMITMENTS

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

8. SHARE CAPITAL

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

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

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

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

Preferential Allotment of Equity Shares

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

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

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

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

Conversion of Warrants into Equity Shares

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

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

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

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

10. PUBLIC DEPOSITS

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

11. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

KHFM Infra Projects Private Limited:

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

KHFM & DP Jain Company:

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

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

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

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

13. PARTICULARS OF EMPLOYEES AND REMUNERATION

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Retirement by Rotation and subsequent Re-appointment

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

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

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

Appointment of Mr. Rudra Narayan Kar

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

iii. Changes in Key Managerial Personnel

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

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

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

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

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

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

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

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

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

v. Declaration / Statement by Independent Directors:

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

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

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

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

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

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

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

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

vii. Disqualification of Directors:

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

15. BOARD MEETINGS AND GENERAL MEETING HELD DURING THE YEAR

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

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

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

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

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

Hospitality & Facility Management Services

16. COMMITTEES OF THE BOARD

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

i. Audit Committee

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

The Audit Committee comprises the following members: -

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

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

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

The Company Secretary acts as the Secretary to the Committee.

The roles and responsibilities of the Committee are as under:

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

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

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

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

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

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

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

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

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

f) Disclosure of any related party transactions.

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

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

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

7) Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.

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

9) Scrutiny of inter-corporate loans and investments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

d) Internal Audit Reports relating to Internal Control Weaknesses.

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

24) Statement of deviations:

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

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

25) Powers of the Audit Committee:

a) Investigating any activity within its terms of reference;

b) Seeking information from any employee;

c) Obtaining outside legal or other professional advice; and

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

ii. Nomination & Remuneration Committee

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

The Nomination and Remuneration Committee comprises the following members:

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

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

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

The roles and responsibilities of the Committee are as under:

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

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

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

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

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

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

iii. Stakeholders Relationship Committee

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

The Stakeholders Relationship Committee comprises the following members:

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

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

The roles and responsibilities of the Committee are as under

1. Resolving investor grievances and monitoring redressal status.

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

3. Ensuring effective communication with shareholders.

4. Reviewing measures for effective exercise of voting rights.

5. Monitoring adherence to service standards for investor services.

17. BOARD EVALUATION

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

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

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

18. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

20. EXTRACT OF THE ANNUAL RETURN

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

21. CORPORATE GOVERNANCE

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

22. COMPLIANCES OF SECRETARIAL STANDARDS

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

23. RISK MANAGEMENT

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

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

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

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

25. AUDITORS

(a) Statutory Auditor

M/s GTA & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five years pursuant to the resolution passed at the Extra-Ordinary General Meeting held on October 27, 2023. However, they tendered their resignation on August 19, 2024, prior to the completion of their term, due to non-agreement on the revised fee structure for audit services.

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

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

(b) Secretarial Auditor

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

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

(c) Internal Auditor

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

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

26. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained.

Also, Cost Audit is not applicable to the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

29. VIGIL MECHANISM

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

The vigil mechanism is overseen by the Audit Committee.

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

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

30. CODE OF CONDUCT

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

31. PREVENTION OF INSIDER TRADING

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

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

32. MEANS OF COMMUNICATION

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

33. PREVENTION OF SEXUAL HARASMENT OF WOMEN AT WORKPLACE

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

During the financial year 2024-25:

• Number of complaints received: Nil

• Number of complaints disposed of: Nil

• Number of complaints pending beyond 90 days: Nil

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

35. HUMAN RESOURCE

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

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

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

36. WEBSITE

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

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

37. CORPORATE SOCIAL RESPONSIBILITY

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

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

38. OTHER DISCLOSURE

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

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

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

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

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

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

39. ACKNOWLEDGEMENT

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

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

	For and on behalf of the Board
	KHFM Hospitality and Facility Management Services Limited
	Sd/-	Sd/-
	Mr. Ravindra Hegde	Mrs. Sujata Hegde
	Managing Director	Director & CFO
	DIN: 01821002	DIN: 01829352
Date: August 25, 2025
Place: Mumbai