To,
The Members,
KHFM Hospitality and Facility Management Services Limited
Your Directors are pleased to present the 20th 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, 2026 ("year under review").
1. FINANCIAL HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The Companys financial performance (Standalone and Consolidated) during the financial year ended March 31, 2026 is summarized in the following table:
(In Rs. Lakhs)
| PARTICULARS | Standalone Year ended 31.03.2026 | Standalone Year ended 31.03.2025 | Consolidated Year ended 31.03.2026 | Consolidated Year ended 31.03.2015 |
| Revenue from Operations | 9,926.99 | 9,518.25 | 10,695.76 | 10,429.96 |
| Other Income | 49.24 | 79.47 | 60.97 | 96.34 |
| Interest (Finance Cost) | 511.53 | 528.02 | 525.37 | 560.42 |
| Depreciation and amortization expense | 74.14 | 85.05 | 75.05 | 85.86 |
| Profit Before Tax | 328.32 | 479.19 | 380.76 | 507.60 |
| Current Tax | (174.14) | (154.62) | (160.72) | (145.99) |
| Reversal / Provision of Income Tax | 193.79 | 271.46 | 197.96 | 271.64 |
| Deferred Tax | (5.44) | 37.70 | (5.54) | 37.73 |
| Total Tax Expense | 14.21 | 154.54 | 31.70 | 163.38 |
| Profit / (Loss) for the Year | 314.11 | 324.65 | 349.06 | 344.22 |
2. COMPANYS PERFORMANCE REVIEW:
The audited financial statements of the Company, both Standalone and Consolidated, for the financial year ended March 31, 2026, 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 applicable accounting principles and policies.
During FY 2025-26, the Company recorded Standalone Revenue from Operations of Rs. 9,926.99 lakh as compared to Rs. 9,518.25 lakh in FY 2024-25. The Standalone Profit Before Tax stood at Rs. 328.32 lakh as compared to Rs. 479.19 lakh in FY 2024-25, while the Standalone Profit After Tax stood at Rs. 314.11 lakh as compared to Rs. 324.65 lakh in the previous year.
On a Consolidated basis, Revenue from Operations stood at Rs. 10,695.76 lakhs as compared to Rs. 10,429.96 lakhs in FY 2024-25. The Consolidated Profit Before Tax stood at Rs. 380.76 lakh as compared to Rs. 507.60 lakh in FY 2024-25, while the Consolidated Profit After Tax stood at Rs. 349.06 lakh as compared to Rs. 344.22 lakh in the previous year.
3. STATE OF COMPANYS AFFAIRS
During the year under review, the Company continued to be engaged in the business of hospitality and facility management services, including housekeeping, engineering maintenance, catering, horticulture, gardening, security services and other allied services.
There was no change in the nature of business of the Company during the financial year. Further, no material event occurred during the year or after the close of the financial year up to the date of this Report which could materially affect the financial position or operations of the Company.
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 has decided not to recommend any dividend for the financial year ended March 31, 2026. 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:
Pursuant to the provisions of Section 124 of the Companies Act, 2013, no amount was required to be transferred to the Investor Education and Protection Fund ("IEPF") during the year under review.
The details of unclaimed dividend amounts and the respective due dates for transfer to the IEPF are as under:
| 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/- |
| 2023-24 | 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, 2026, the Paid-up Equity Share Capital of the Company stood at Rs. 23,11,04,990, comprising 2,31,10,499 Equity Shares of face value of Rs. 10 each.
The Company had issued 22,32,000 Convertible Warrants on a preferential basis, each convertible into one Equity Share of the Company. Out of the said Warrants, 7,54,141 Warrants had been converted into Equity Shares up to the end of the previous financial year. During the financial year 2025-26, the remaining 14,77,859 Convertible Warrants were converted into an equivalent number of fully paid-up Equity Shares upon receipt of the balance consideration in accordance with the terms of issue.
Consequent to the aforesaid conversions, all 22,32,000 Convertible Warrants stood fully converted into Equity Shares and no Convertible Warrants remained outstanding as on March 31, 2026. The final tranche of remaining Warrants was converted during the year, upon which the Company confirmed that all the Warrants issued on preferential basis had been fully converted.
Further, during the financial year 2025-26:
a) the Company has not issued any Equity Shares with differential
rights as to dividend, voting or otherwise;
b) the Company has not issued any Sweat Equity Shares; and
c) the Company has not granted or issued any Employee Stock Options under any Employee
Stock Option Scheme.
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. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has the following subsidiary entities as on March 31, 2026:
KHFM Infra Projects Private Limited:
KHFM & DP Jain Company:
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 to 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. Accordingly, Form AOC-2 is not applicable for the financial year 2025-26. However, the details of related party transactions under the applicable provisions of the SEBI Listing Regulations are set out in Annexure II forming part 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
The Board recommends his re-appointment for the approval of the Members.
ii. Changes in the Board of Directors
iii. Changes in Key Managerial Personnel
Subsequently, Mr. Ritesh K. Mishra resigned from the position of Company Secretary and Compliance Officer of the Company with effect from December 31, 2025.
Further, after the closure of the financial year, the Board of Directors appointed Mrs. Nidhi Dhelia (ACS: 40168) as the Company Secretary and Compliance Officer of the Company, designated as Key Managerial Personnel, with effect from July 07, 2026.
iv. Composition of Board and Key Managerial Personnel as on March 31, 2026:
| Sr. No. | Name | Designation | DIN |
| 1. | Mr. Ravindra Hegde | Managing Director | 01821002 |
| 2. | Mrs. Sujata Hegde | Director and CFO | 01829352 |
| 3. | Mr. Saurav Hegde | Director | 08116567 |
| 4. | Mr. Girish Ramnani | Independent Director | 09362318 |
| 5. | Mr. Prabhakar Patil | Independent Director | 00377406 |
| 6. | Mr. Rudra Narayan Kar | Independent Director | 10898326 |
v. Declaration / Statement by Independent Directors
They have also confirmed that there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they have complied with the Companys Code of Conduct.
The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience and proficiency required under the applicable provisions of law.
1. Policy on Appointment and Remuneration of Directors and Key Managerial Personnel
The Policy is available on the website of the Company.
vii. Disqualification of Directors
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 are as under:
| Sr. No | Date |
| 1. | 30-04-2025 |
| 2. | 18-06-2025 |
| 3. | 25-08-2025 |
| 4. | 14-11-2025 |
| 5. | 05-02-2026 |
The Annual General Meeting of the Company for the year under review was held on September 26, 2025.
16. COMMITTEES OF THE BOARD
As on March 31, 2026, 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 details of the Audit Committee Meetings held during the year are as under:
| Sr. No | Date |
| 1. | 18-06-2025 |
| 2. | 25-08-2025 |
| 3. | 14-11-2025 |
The Audit Committee comprises the following members: -
| Name of the Director / Member | Designation | Nature of Directorship |
| Mr. Girish Ramnani | Chairman | Independent Director |
| Mr. Rudra Narayan Kar | Member | Independent Director |
| Mr. Ravindra Hegde | Member | Managing Director |
During the year under review, Three (03) 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.
ii. Nomination & Remuneration Committee
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 | Independent Director |
During the year under review, one (01) meeting of the Nomination and Remuneration Committee was held on April 30, 2025.
iii. Stakeholders Relationship Committee
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 |
During the year under review, one (01) meeting of the Stakeholders Relationship Committee was held on February 05, 2026.
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:
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:
A. Conservation of Energy
B. Technology Absorption
C. Foreign Exchange Earnings and Outgo
20. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company shall be made available on the website of the Company at the following link: https://www.khfm.in/financials.php?ID=1.
21. CORPORATE GOVERNANCE
Since the Equity Shares of the Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge), pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable corporate governance provisions specified therein are not applicable to the Company.
22. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors confirms that the Company, during the year under review, has duly complied with the applicable Secretarial Standards, 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
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has a Risk Management Policy to identify the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The said Policy is available on the Companys website at https://www.khfm.in/financials.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
The Statutory Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The observations made by the Statutory Auditors in their Report, including the Emphasis of Matter paragraphs, are self-explanatory and do not constitute a modification to the audit opinion.
The Statutory Auditors Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026 forms an integral part of this Annual Report.
(b) Secretarial Auditor
The Secretarial Audit Report for the financial year 2025-26, issued by M/s. HRU & Associates, Practising Company Secretaries, is annexed as Annexure V to this Report. The Secretarial Audit Report contains observations relating to
(i) Delay in submission of the Audited Financial Results for the
quarter and financial year ended March 31, 2026 under Regulation 33 of the SEBI Listing
Regulations; and
(ii) Delay in filling the vacancy of the Company Secretary and Compliance Officer within
the prescribed timeline under Regulation 6 of the SEBI Listing Regulations.
Boards Response:
The Board has taken note of the delay in submission of the Audited Financial Results and the fine levied by NSE, which has been duly paid by the Company. The management has been advised to strengthen the compliance mechanism and ensure timely regulatory filings in future.
The Board has taken note of the delay in appointment of the Company Secretary and Compliance Officer and the fine levied by NSE, which has been duly paid by the Company. The vacancy was subsequently filled by appointing Mrs. Nidhi Dhelia w.e.f. July 07, 2026, and the management has been advised to ensure compliance within the prescribed timelines in future.
(c) Internal Auditor
The Internal Auditor carried out the internal audit in accordance with the scope approved by the Audit Committee and provided independent assurance on the adequacy and effectiveness of internal controls, risk management and governance processes.
26. MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company. Accordingly, the Company is not required to maintain such cost records and Cost Audit is also 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 the SEBI Listing Regulations, forms part of this Report as Annexure IV.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNAL
During the year under review, no significant and material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or its future operations.
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 applicable Listing Regulations, has established a Vigil Mechanism for Directors and employees.
The Vigil Mechanism is overseen by the Audit Committee. The Policy provides a framework whereby employees may raise concerns relating to any discrimination, harassment, victimization or other unfair practices. Adequate safeguards are provided against victimization of persons who avail themselves of the mechanism and direct access to the Chairman of the Audit Committee is provided in exceptional cases.
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 an annual basis.
31. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has formulated and adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and their immediate relatives.
The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI"), including a Policy for Determination of Legitimate Purposes and procedures for inquiry in case of leakage or suspected leakage of UPSI.
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 HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with the applicable provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy for prevention, prohibition and redressal of sexual harassment in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.
During the financial year 2025-26:
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
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/- Mr. Ravindra Hegde Managing Director DIN: 01821002 |
| Sd/- Mrs. Sujata Hegde Director & CFO DIN: 01829352 |
| Date: 07th September, 2026 Place: Mumbai |
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