Directors Report of Khyati Global Ventures Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 32^nd Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025 and the previous financial year ended March 31, 2024 is given below:

(? in lacs)
Particulars	31-Mar-25	31-Mar-24
Total Income	12126.01	10502.43
Less: Expenditure	11462.15	10082.50
Profit before Depreciation and tax	663.86	419.93
Less: Depreciation	34.33	19.59
Profit before Tax	629.53	400.34
Provision for Taxation	156.14	92.02
Profit after Tax	473.38	308.32
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	7.45	5.96
(2) Diluted	7.45	5.96

2. REVIEW OF OPERATION:

The Total Income of the Company stood at ?12126.01 lacs for the year ended March 31, 2025 as against ?10502.43 lacs in the previous year. The Company made a net profit of ?473.38 lacs for the year ended March 31, 2025 as compared to the net profit of ?308.32 lacs in the previous year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

5. PRIVATE PLACEMENT

The Company has successfully completed a Private Placement of 7,54,100 shares having face value of Rs. 10/- each at a issue price of Rs.65/- per share aggregating to Rs.4.90 Crore.

The Board has allotted 7,54,100 Equity Shares of Rs.65/- each to the successful applicant on May 07, 2024.

6. INITIAL PUBLIC ISSUE

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 18,48,000 Equity Shares of Rs.10/- each at a issue price of Rs. 99/- per share aggregating to Rs.18.30 Cr which was oversubscribed by 25 times in the retail category, [.] times in the QIB category, and 5.34 times in the NIIs’ category. The issue was opened for subscription on October 04, 2024 and closed on October 08, 2024. The Board has allotted 18,48,000 Equity Shares of Rs.99/- each to the successful applicant on October 09, 2024. The equity shares of the Khyati Global Ventures Limited got listed on October 11, 2024 on the SME platform of BSE. As on March, 31, 2025 the Authorised Share Capital of the Company is Rs. 7,00,00,000 divided into 70,00,000 Equity Shares of Rs. 10/- each. The Paid up Share Capital of the Company is Rs. 6,97,81,000 divided into 69,78,100 Equity Shares of Rs.10/- each.

7. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company has come up with Initial Public offer of 18,48,000 Equity Shares for cash at a price of Rs.99/- per Equity Shares (including a premium of Rs 89/- per Equity Shares), aggregating to Rs. 18.30 crores. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated September 26, 2024.

8. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity

shares with the Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0S9501014. M/s. Bigshare Services Private Limited is the Registrar and Share Transfer Agent of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report except:

10. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO). In the IPO, 18,48,000 Equity Shares of Rs 10/- each was offered by the Company for subscription at an issue price of Rs 99/- per shares. The issue was opened for subscription on October 04, 2024 and closed on October 08, 2024. The Board has allotted 18,48,000 Equity Shares of Rs 10/- each to the successful applicant on October 09, 2024. The equity shares of the Company got listed on October 11, 2024 on the BSE. As on March 31, 2025, share capital of the Company was 6,97,81,000 Equity Shares of face value of Rs 10/-each.

11. ALTERATION OF ARTICLES OF ASSOCIATION

During the FY 2024-25, there was alteration in the articles of Association of company for Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and upon conversion to a Public Limited Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following are the changes in the Board of the Company during the year under review:
DIN/PAN	Name	Particulars of Change	Appointment/ Cessation date
08734847	Farhaad Rustom Dastoor	Appointed as Independent Director	06/05/2024
00519928	Darshan Anilbhai Dashani	Appointed as Independent Director	06/05/2024
00947793	Ramesh Narandas Rughani	Appointed as Chairman & Executive Director	06/05/2024
03291324	Hiren Navnitbhai Raithatha	Appointed as Joint Managing Director	06/05/2024
09322844	Aditi Hiren Raithatha	Appointed as Joint Managing Director	06/05/2024
02048435	Paresh Maneklal Rughani	Cessation as Director	04/05/2024
AMHPS2133B	Kamalakar Ramakant Samant	Appointed as Chief Financial Officer	26/04/2024
BVVPS8237F	Charu Srivastava	Appointed as Company Secretary	01/05/2024
07767185	Khyati Ramesh Rughani	Appointed as Non - Executive Director	06/05/2024

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Hiren Navnitbhai Raithatha (DIN: 03291324), Joint Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Hiren Navnitbhai Raithatha (DIN: 03291324), is given in the Notice convening the forthcoming AGM for reference of the shareholders.

13. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors

has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the

Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board’s Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

15. BOARD MEETING

During the year under review Board met on 06-04-2024; 26-04-2024; 04-05-2024; 07-05-2024; 08-052024; 13-05-2024; 23-05-2024; 27-08-2024; 04-09-2024; 10-09-2024; 09-10-2024; 14-10-2024; 26-102024; 13-02-2025. There were 14 board meetings were held in accordance with the provisions of Companies Act, 2013.

16.	COMMITTEES OF THE BOARD A. AUDIT COMMITTEE The Audit Committee of the Board comprises of:
	Name of Directors	Status	Category
	Farhaad Dastoor	Chairperson	Non-Executive - lndependent Director
	Darshan Dashani	Member	Non-Executive - lndependent Director
	Ramesh Rughani	Member	Chairman and Executive Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

A. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee of the Board comprises of:
Name of Directors	Status	Category
Darshan Dashani	Chairperson	Non-Executive - lndependent Director
Farhaad Dastoor	Member	Non-Executive - lndependent Director
Khyati Rughani	Member	Non - Executive Director

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• 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 employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

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

• Devising a policy on diversity of board of directors;

• 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.

• 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.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in

“Annexure I”.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee of the Board comprises of:
Name of Directors	Status	Category
Darshan Dashani	Chairperson	Non-Executive - lndependent Director
Farhaad Dastoor	Member	Non-Executive - lndependent Director
Hiren Raithatha	Member	Jt. Managing Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

17. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any such fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company’s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company’s website at www.kgv.co.in.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2024-25.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31^st March 2024. Therefore, the provisions of Corporate Social Responsibility were not applicable to the Company during the FY 2024-25.

Further, for the year ended March 31, 2025, the company has a net profit of ?6.45 crore (Six Crore Forty-Five Lakhs) as per Section 198 of the Companies Act 2013, which exceeds the criteria laid down under Section 135, i.e., ?5 crore. Therefore, according to the provisions of Section 135 of the Companies Act 2013, the company will spend at least two percent of the average net profits of the company made during the three immediately preceding financial years during the Financial Year 2025-26.

19. RISK ASSESSMENT AND MANAGEMENT

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

20. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

21. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of BSE, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals Impacting the going concern status of the Company and its operation in the future.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm’s length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2025, is not applicable.

The details of other related party transactions are disclosed in Form AOC - 2 as “ Annexure II”, enclosed herewith.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website: www.kgv.co.in.

24. AUDITORS & AUDITORS’ REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 31^st Annual General Meeting (AGM) held on September 30, 2024, had appointed M/s. Sarath & Associates (FRN: 005120S), Chartered Accountants as Statutory Auditors to hold office from the conclusion of the 31^st AGM until the conclusion of the 34^th AGM of the Company. Accordingly, M/s. Sarath & Associates, Chartered Accountants, continues to be the Statutory Auditors of the Company till the conclusion of the 34^th AGM, as approved by the shareholders at the AGM held on September 30, 2024.

The Statutory Auditors’ Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments.

25. INTERNAL AUDITOR

During the financial year under review, M/s Milind P. Shah & Co. Chartered Accountants (Firm Registration Number 159597), Internal Auditors of the Company has carried the Internal Audit and submitted their Report thereon as per the provisions of Section 138 of Companies Act, 2013.

26. CORPORATE GOVERNANCE

The requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the company immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

27. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

System of Internal Controls adopted by management team ensures that all the assets are safeguarded from the loss, damage or disposition. Also, the Audit Committee monitors financial statement to ensure that the transactions are adequately authorized and recorded, and that they are reported correctly. Management Team available especially for the Company’s designing, production and installation activities is highly skilled and experienced, that at every stage from availability of quality of raw materials till the outcome of production, they provide their expertise to such an extent that the Company’s products have achieved their due importance in the market and consistently maintained superior quality.

29. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2025 is available on the Company’s website at www.kgv.co.in.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2024-25.

32. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31^st March 2025.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not involved in conservation of energy and any technology absorption nor is there any R&D activity during the year, Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as “Annexure III” and forms part of this report.

34. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate “Annexure-IV” forming part of this report.

35. MAINTENANCE OF COST RECORDS AND COST AUDIT

As the company does not have manufacturing operations, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

36. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016

37. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one-time settlement by the Company with the Banks or Financial Institutions during the year under

review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

38. DIRECTOR’S RESPONSIBILITY STATEMENT

The Director’s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for that period.

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

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at www.kgv.co.in

40. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESS) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

41. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as Annexure V”.

42. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sanjay Dholakia & Associates., a firm of Company Secretaries in Practice (CP No. 1798), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as “Annexure VI”.

43. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

44. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources.

45. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company is fully committed to ensuring the welfare and rights of its women employees and affirms its compliance with the provisions of the Maternity Benefits Act, 1961. During the financial year under review, the Company has taken appropriate measures to adhere to all statutory requirements under the Act.

All eligible women employees have been provided maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company has also ensured that no woman employee is discriminated against on the grounds of maternity and that a supportive and inclusive work environment is maintained.

The Company continues to review its internal policies to ensure full alignment with the objectives and spirit of the Maternity Benefits Act and other applicable labor laws.

46. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

---

Mar 31, 2024

Your directors take pleasure in presenting their 31^sl Annual Report together with the Audited statement of Accounts and the reports on Auditor and Directors of your Company for the Financial Year ended March 31,2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY

I he Board s Report are prepared based on the financial statements of the company. The financial summary of the Company are as follows: -

Particulars	2023-24	(Rs. in Lakhs) 2022-23
Revenue from Operation (Net) and Other Income	10,502.43	9,611.68
Profit Before Tax (PBT)	400.34	265.71
Provision for Tax including Deferred Tax	92.02	73.05
Profit After Tax (PAT)	308.32	192.66

2. REVIEW OF OPERATIONS

During the year under review, the Company has earned a revenue from operations of Rs. 10,502.43 lakhs as against Rs. 9,611.68 Lakhs in the previous year. The net profit for the year under review has been Rs. 308.32 as against Rs. 192.66 lakhs during the previous financial year. Your director’s are continuously looking for avenues for future growth of the Company.

3. CASH FLOW STATEMENTS

Cash Flow Statement forms part of Annual Report

4. DIVIDEND (Section 123 of the Companies act 2013) (section 134 (3k)

No dividends were declared for the current financial year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

I here has been no change in nature ol business of the Company during the FY under review.

6. DEPOSITS (Section 73 of the Companies act 2013)

Your Company has neither accepted nor invited any fixed deposit from the Public during the year under review.

7. CHANGES IN SHARE CAPITAL

The Board for the expansion and growth in the operations of the Company and to capitalize the Free Reserve issued 38,82,000 (Thirty Eight Lakhs Eighty Two Thousand) Equity Shares of Rs. 10/- each of an aggregate value of Rs. 3,88,20,000/- (Rupees Three Crores Eighty Eight Lakhs Twenty Thousand only) as Bonus Shares to the shareholders of the existing fully paid-up Equity Shares of the Company out of the Free reserve of the company in the proportion of 3:1 i.e. 3 (Three) new equity share for every I (One) existing Equity Shares held by the existing shareholders whose name appear in the Register of Members as on March 28, 2024 with the approval of shareholders of the Company at the Extra-Ordinary General Meeting of the Company held on March 28, 2024.

The Board of Directors at their meeting held on March 30, 2024 allotted 38,82,000 (Thirty Eight Lakhs Eighty Two Thousand) Equity Shares of Rs 10/- each fully paid up as Bonus Shares to the existing equity shareholders in the proportion of 3 (Three) new shares for every l(One) equity share.

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 5,17,60,000 divided into 51,76,000 equity shares of Rs 10 each. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

8. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES (section 134 (3j))

During the year under review, no amount has been transferred to the reserves of the Company. Flowever, the Company has balance of Rs. 6,70,59,101/- as on 31.03.2024 in its Reserves and Surplus.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (UNDER SECTION 186 and SECTION 134 (3g))

The Company has not made any investment, given guarantee and securities during the year under review. Hence no compliance under section 186 of Companies Act, 2013 is required.

10. DIRECTORS AND KEY MANAGERIAL PERSONAL

In accordance with the provisions of the Companies Act, 2013, Mr. Ramesh Rughani (DIN:-00947793) Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

With effect from 6^lh May, 2024, the following changes occurred: -

• Mr. Darshan Dashani (DIN: 00519928) appointed as an Independent Directors of the Company,

• Mr. Farhaad Dastoor (DIN: 08734847) appointed as an Independent Directors of the Company

• Ms. Khyati Rughani (DIN: 07767185) was appointed as a Non-Executive Director

• Mr. Ramesh Rughani (DIN: -00947793) designation was changed from Managing Director

to Chairperson and Executive Director

• Ms. Aditi Raithatha (DIN: 09322844) designation was changed from Director to joint

Managing Director

• Mr. Hiren Raithatha (DIN: 03291324) designation was changed from Whole Time Director to joint Managing Director

Mr. Paresh Rughani (DIN: 02048435) resigned from Directorship of the Company with effect from May 04^th, 2024.

Ms. Charu Srivastava is appointed as Company Secretary of the Company w.e.f. 01.05.2024 and Mr. Kamalakar Ramakant Samant is appointed as Chief Financial Officer of the Company w e f 26.04.2024.

11. CHANGE IN NAME OF THE COMPANY FROM "KHYATI ADVISORY SERVICES LIMITED TO KHYATI GLOBAL VENTURES LIMITED

The name of the Company was changed from Khyati Advisory Services Limited to Khyati Global Ventures Limited at the Extra-Ordinary General Meeting held on March 05, 2024. The Certificate ot Incorporation pursuant to change of name dated April 26, 2024 was issued by Registrar of the Company.

12. INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION

The Company proposed to undertake an Initial Public Offer (“IPO”) of its equity shares and list the same with the BSE SME Platform at an opportune time in consultation with Merchant Banker(s) and other advisors, in accordance with applicable laws and subject to applicable regulatory approvals.

For the purpose of undertaking the IPO and list the equity shares of the Company it was necessary to increase the component of the existing Authorised Equity Share Capital of the Company by issuing further Equity shares and thereby increased Authorised Share Capital from Rs. 5,00,00,000 (Rupees Five Crores) divided into Equity Shares of 50,00,000 (Fifty Lakhs) of Rs. 10/- (Rupees Ten) each to Rs. 7,00,00,000 (Rupees Seven Crore) divided into Equity Shares of 70,00,000 (Seventy Lakhs) of Rs. 10/- (Rupees Ten) and consequently the Memorandum of Association of the Company was also altered at the Extra-Ordinary General Meeting of the Company held on March 28, 2024.

13. ALLOTMENT OF EQUITY SHARES

The Board of Directors allotted 7,54,100 (Seven Hundred Fifty-Four Thousand One Hundred) equity shares of face value of Rs. 10 (Rupees Ten) each, at a premium of Rs. 55 (Rupees Fifty-Five) through private placement basis at meeting held on May 07, 2024.

14. WEB LINK OF ANNUAL RETURN

The Company''s weblink is https://kgv.co.in

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended 31st March, 2024 were on an arm s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

Also, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Notes to the Balance Sheet as on 31st March 2024.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

A) Conservation of energy and Technology Absorption The Company is not involved in conservation of energy and any technology absorption nor is there any R&D activity during the year.

B) Foreign exchange earnings and outgo: The details for foreign exchange earnings and outgo during the year under review:

(Rs. In

lakhs)

Particulars ....... 2023-24 2022-23

Foreign Exchange earned__89,32,22,428/-__74,70,05,012/-

Toreign Exchange Used 10,40,219/- 2,03,763/-

17. AUDITORS (Section 139 of the Companies Act 2013)

Statutory Auditors

The Company''s Statutory Auditor M/s. R. Lakshmi Rao (M. No. 02908.) had tendered resignation as Statutory Auditor of the Company w.e.f. 27^th February, 2024 due to non-availability of peer review.

M/s. Sarath & Associates (FR No. 005I20S) were appointed as Statutory Auditor of the Company to fill the casual vacancy caused by Resignation of M/s. R. Lakshmi Rao for FY 2023-24 at the Extra-Ordinary General Meeting held on February 28, 2024.

The Board proposes to appoint M/s. Sarath & Associates (FR No. 005120S) as Statutory Auditor of the Company for FY 2023-24 to 2026-27 subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

18. COMMENTS ON AUDITOR REPORT

The Comments made by M/s Sarath & Associates. Auditors in their Auditors reports read with relevant notes thereon are self-explanatory in nature and hence do not call for any further comments under section 134 of Companies Act, 2013.

19. PARTICULARS OF EMPLOYEES (Section 134 of companies Act 2013 read with rule 5(2) and 5(3) ot Companies (Appointment and Remuneration of managerial personal) Rules 2014)

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, there are no employees of the Company covered under this section who is earning salary over and above specified limit.

20. BOARD MEETINGS (Section 134(3b))

A total of 8 (Eight) Board Meetings were held during the financial year ended 31st March, 2024. The maximum gap between any two Board Meetings was less than one 120 days:

S. No.	Date of Board meeting	Total No. of Directors associated as on the date of meeting	No. of Directors Attended
1	12/06/2023	4	4
2	04/09/2023	4	4
3	18/10/2023	4	4
4	26/12/2023	4	4
5	28/02/2024	4	4
6	05/03/2024	4	4
7	26/03/2024	4	4
8	30/03/2024	4	4

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

22. DIRECTORS’ RESPONSIBILITY STATEMENT (134 (3) (c) & 134 (5) of the company’s act 2013)

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company

confirms that-

1. In the preparation of the annual accounts for the 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.

2. 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 as at March 31,2024.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a ‘going concern’ basis.

5. The Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

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

23. THE DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEM [section 134 (5e)|

The Company being unlisted sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

24. A RISK MANAGEMENT OF THE COMPANY (Section 134 (3n)

The asset of the company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profit, etc. and other risk are considered necessary by the management.

25. MATERIAL CHANGES AND COMMITMENT

No material Changes commitments affecting the financial position of the Company occurred during the financial year to which this financial statement relates on the date of this report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable as the Company is not falling under the said parameters.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. 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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

29. SECRETARIAL STANDARD

The director state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors and ‘General Meetings’, respectively, have been diligently following by the Company.

30. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee as on 13^th May, 2024. The Composition of aforesaid committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder are as follows:

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. All recommendations made by the Audit Committee were accepted by the Board.

Audit Committee	Name of Committee Members	Status	Category
	Mr. Farhaad Dastoor	Chairman	Non-Executive -Independent Director
	Mr. Darshan Dashani	Member	Non-Executive -Independent Director
	Mr. Ramesh Rughani	Member	Chairperson and Executive Director

B. Nomination and remuneration committee:

The Board of Directors is required to have Nomination and Remuneration Committee under the provisions of Section 178 of the Companies Act, 2013. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Director’s performance and to lay the matters as enumerated under the Companies Act, 2013.

The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee	Name of Committee Members	Status	Category
	Mr. Darshan Dashani	Chairperson	Non - Executive Independent Director
	Mr. Farhaad Dastoor	Member	Non - Executive Independent Director
	Ms. Khyati Rughani	Member	Non - Executive Director

Criteria for Determining Qualifications, Positive Attributes, Independence and Other Matters Concerning a Director:

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected

to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/shc meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder.

C. Stakeholder’s Relationship Committee:

I he Stakeholder Relationship Committee was constituted to ensure that all commitment to shareholders and investors are met and thus strengthen their relationship with the Company.

Stakeholder Relationship Committee	Name of Committee Members	Status	Category
	Mr. Darshan Dashani	Chairman	Non-Executive -Independent Director
	Mr. Farhaad Dastoor	Member	Non-Executive -Independent Director
	Mr. Hiren Raithatha	Member	Jt. Managing Director

31. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

32. BOARD EVALUATION

The provisions of section 134(3) (p) are not applicable to the company for the FY 2023-24.

33. FRAUD REPORTING

Audit Committee was formed by Board Resolution dated May 13, 2024

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 till the date of this Annual Report.

34. COST RECORD

The provision of Cost audit as per section 148 doesn''t applicable on the lompany for the FY 2023-

DETAILS OF ^APPLICATI0N / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

N^e|th^{er an}y _ap^p|ication was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

36. HUMAN RESOURCES

Your Company has established an organization structure that is agile and focused on delivering busmess results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

38. ACKNOWLEDGEMENTS

Your Directors thank the various departments like MCA, Registrar of Companies, Merchant Bankers, and other various Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all

employees ol the Company for their unstinted commitment and continued contribution to the Company.