Krystal Integrated Services Ltd

  • BSE Code : 544149
  • NSE Symbol : KRYSTAL
  • ISIN : INE0QN801017
  • Industry :MISCELLANEOUS

up-arrow 705.25 5.75(0.82%)

Open Price ()

709.95

Prev. Close ()

699.50

Volume (No’s)

6,374

Market Cap ()

985.37

Low Price ()

700.05

High Price ()

709.95

 

Directors Reports

Dear Members,

Your Company's Directors hereby present the 22nd Annual Report of the Company together with Audited Financial Statements for the Financial Year ended March 31, 2023.

Financial Performance

Summary of the Company's financial performance for the Financial Year 2022-23 ("year under review") as compared to previous Financial Year 2021-22 ("previous year") is given below:

(Amount in Million)

Consolidated

Standalone

Particulars As on March 31, 2023 As on March 31, 2022 As on March 31, 2023 As on March 31, 2022
Total Income 7,109.65 5,548.47 6,882,64 5,401.83
Profit / (Loss) before Interest, Tax and Depreciation 578,37 476.37 570,63 472,94
Finance Cost 94.92 87.78 94.77 87,75
Profit / (Loss) before Depreciation and Tax 483.45 388.59 475.87 385,19
Depreciation 46.57 42.95 43.36 42.33
Profit / (Loss) before Tax 436.88 345.65 432.50 342.85
Tax Expense (including deferred tax credit) 52,45 82.91 50.40 82.66
Net Profit / (Loss) 384.43 262.74 382.1 1 260.19
Other Comprehensive Income 3.23 15.05 2.51 14.80
Total Comprehensive Income 387.66 277.80 384.61 275.00
Earnings Per Equity Share (Basic) (Rs.) 33.33 22.69 33.15 22.58
Earnings Per Equity Share (Diluted) (Rs.) 33.33 22,69 33.15 22.58

Revenue

Your Company reported a Standalone total income of IN K 6,882.64 million in the year under review versus 1NR 5,401.83 million in the previous year.

Your Company reported a consolidated total income of INR 7,109.65 million in the year under review versus INR 5,548.47 million in the previous year.

Operating Profit / (Loss)

Profit before Interest, Tax and Depreciation on standalone basis was at INR 570.63 million in the year under review versus a profit of TNR 472.94 million in the previous year.

Profit before Interest, Tax and Depreciation on consolidated basis was at INR 578.37 million in the year under review versus a profit of TNR 476.37 million in the previous year.

Nature of Business / Information on the State of Affairs of the Company

Your Company is engaged in services of Integrated facilities management with a focus on healthcare, education, public administration (stale government entities, municipal bodies and other government offices), airports, railways and metro infrastructure, and retail sectors.

Your Company provides a comprehensive range of integrated facility management service offerings across multiple sectors. Range of service offerings include soft services such as housekeeping, sanitation, landscaping

and gardening, and hard services such as mechanical, electrical and plumbing services, solid, liquid and biomedical waste management, pest control, facade cleaning and effluent treatment. Your Company also provides staffing solutions and payroll management to our customers, as well as private security and manned guarding services and catering services.

Change in the nature of business

During the year under review, there was no change in the nature of business of the Company.

Transfer to Reserves

During FY 2022-23, the Company has not transferred any amount to Statutory Reserves.

Dividend

In order to conserve resources for future requirements, your Directorsdid not recommend any dividend on Equity Shares of the Company for the year ended March 31, 2023.

Holding company, Subsidiary companies, Joint Venture or Associate companies:

The Company is a wholly owned subsidiary of M/s. Krystal Family Holdings Private Limited. As on March 31, 2023, the Company has 2 wholly owned subsidiaries viz. Krystal Gourmet Private Limited and Flame Facilities Private Limited and two Joint Ventures namely, Krystal Aquachem and Joint Venture of Nangia & Co LLP & Krystal Integrated Services Limited. However, Joint Venture of Nangia & Co LLP & Krystal Integrated Services Limited is yet to commence any business.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (The Act'), statement containing salient features of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the financial statements as Annexure 1 to the Report.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at Krystal Integrated Sendees Limited (krvstahgroup.com)

Material changes and commitments, affecting financial position of the Company

Material changes and commitments which have occurred during the year under review and between the financial year ended March 31,2023 and the date of this report affecting the financial position of the Company are given herein below:

IVIVIJ l?L

Order of Court

The National Company Law Tribunal Court, Mumbai Bench has passed an order dated June 20, 2022 in the matter of Scheme of Arrangement in the nature of Demerger between Krystal Integrated Services Private Limited (Demerged Company) and Volksara Techno Solutions Private Limited (Resulting Company).

Conversion of the Company from a Private Limited Company to a Public Limited Company

Effective August 04, 2023, your Company has converted from private limited to public limited and the Company has received a fresh certificate of incorporation consequent upon conversion from private company to public company dated August 04,2023 from the Registrar of Companies, Maharashtra, Mumbai.

Initial Public Offering of Equity Shares of the Company

Your Company proposes to create, issue, transfer, offer and allot such number of Equity Shares such that the amount being raised pursuant to the fresh issue aggregates up to ? 1,750 million (the "Fresh Issue") and/or an offer for sale of Equity Shares aggregating up to 17,50,000 by certain existing shareholders of the Company (the "Selling Shareholder", and such offer for sale, the "Offer for Sale") (the Offer for Sale together with the Fresh Issue, the "Offer" or the "IPO"), at a price as may be determined by the book building process in accordance with applicable laws, including without limitation the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEB11CDR Regulations"). The Equity Shares allotted/transferrcd shall rank in all respects pari passu with the existing Equity Shares of the Company including any rights in respect of dividend payable for the entire year after the date of allotment.

In this regard, your Company is in the process of filing Draft Red Herring Prospectus with Securities and Exchange Board of India and the Stock Exchanges,and subsequently will file a red herring prospectus (the "RHP") with the Registrar of Companies, Maharashtra at Mumbai ("RoC") and thereafter with SEBI, and the Stock Exchanges and file a prospectus with the RoC and thereafter with SEBI and the Slock Exchanges in respect of the Offer (the "Prospectus", and together with the DRHP and the RHP, the "Offer Documents"), in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), the Companies Act, 2013, and the rules notified thereunder (including any statutory rnodification(s) or re-enactment thereof, for the time being in force) (collectively referred to as the "Companies Act") and other applicable laws.

The Equity Shares are proposed to be listed on the Bombay Stock Exchange Limited, the National Stock Exchange of India Limited and any other stock exchange as determined by the Board at its absolute discretion (together, the "Stock Exchanges") and the Company will be required to enter into listing agreements with each of the Stock Exchanges.

The Company has not made and will not make an offer of the Equity Shares in the Offer to its promoters or members of the promoter group of the Company in the Offer. However, the Directors (except independent directors), the key managerial personnel or senior management personnel may apply for the Equity Shares in the various categories under the IPO in accordance with (he SEBI ICDR Regulations, the Companies Act, and any other applicable laws.

No change in control of the Company or its management is intended or expected pursuant to the IPO,

Adoption of new Accounting Policies

The Company has adopted new Accounting Polices i.e. Indian Accounting Standard (abbreviated as Ind-AS) for

Krystal Integrated Services Limited Employee Stock Option Plan, 2023

On September 08, 2023 shareholders of your Company approved and adopted "Krystal Integrated Services Limited Employee Stock Option Plan, 2023" or "Krystal ESOP Plan, 2023" or "ESOP Plan", pursuant to the applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, for the benefit of eligible employees of your Company or its holding company or any of its subsidiary company, at such price and on such terms and conditions as may be determined by the Board from time to time, SEBI Regulations and in accordance with the provisions of the Kiystal ESOP Plan, 2023 or other applicable provisions of any law as may be prevailing at that time.

The Company has till date not granted any stock options under the aforesaid scheme.

Share Capital

The Board of Directors of the Company at their meeting held on September 06, 2023 and shareholders at their meeting held on September 08, 2023, approved the increase in authorized share capital of the Company from ? 10,00,00,000 (Rupees Ten crore only) divided into 100,00,000 (One crore) equity shares of ?10 (Ten) each to ? 15,00,00,000 (Rupees Fifteen crore only) divided into 1,50,00,000 (One crore Fifty lakhs) equity shares of ?10 (Ten) each. Hence, the present Authorised Share Capital of the Company stands at ? 15,00,00,000 (Rupees Fifteen crore only).

The Board of Directors of the Company and the shareholders at their meeting held on September 26, 2023 approved the issue of 57,62,200 bonus equity shares of Rs. 10/- (Rupees Ten) each credited as fully paid-up to eligible members of the Company in the proportion of 1 (One) new fully paid-up equity share of Rs.10/- (Rupees Ten) each for every 1 (One) existing fully paid-up equity shares of Rs. 10/- (Rupees Ten) each held by them, by capitalizing a sum not exceeding Rs. 5,76,22,000/- (Rupees Five Crore Seventy-Six Lakhs Twenty-Two Thousand) from and out of the free reserves or such other accounts, as are permissible to be utilized for the purpose, as per the audited accounts of the Company for the financial year ended March 31, 2023.

Post allotment of 57,62,200 Bonus Equity Shares, the Issued, Subscribed and Paid-up Share Capital of the Company as on March 31,2023 stood at Rs, 11,52,44,000/- (Rupees Eleven Crore Fifty-Two Lakhs Forty-Four Thousand) comprising of 1,15,24,400 Equity Shares (One Crore Fifteen Lakhs Twenty-Four Thousand Four Hundred) having face value of Rs. 10/- each.

Non-Convertible Debentures

During the year under review, the Company has not issued and allotted any Non-Convertible Debentures. Credit Rating

During the year under review, Rating Agencies reaffirmed / issued ratings to the Company, as under:

Rating Agency Rating Nature of Securities
CRISIL Rating Limited BBB+ Term Loan, Working Capital and Cash Credit Facilities

Details relating to deposits

During the period under review, the Company lias not accepted or renewed any amount falling within the purview of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, Thus, as on March 31, 2023, there were no deposits which were unpaid or unclaimed and due for repayment.

Details of Directors and Key Managerial Personnel

There was no change in Directorship during the year under review. However, following changes took place from the end of the Financial Year March 31,2023 till the date of this report:

1. The Board at its Meeting held on June 21,2023 approved the appointment of Mr. V ijay Kumar Agarwal as an Additional Director (Independent) on the Board of Directors of the Company w.e.f. 21s1 June, 2023, Shareholders of the Company at their Extra Ordinary General Meeting held on September 08, 2023 approved the appointment of Mr. Vijay Kumar Agarwal as an Independent Director for a period of 5 (five) consecutive years and whose office shall not be liable to retire by rotation.

2. The Board at its Meeting held on June 30, 2023 approved the appointment of Professor Sunder Ram Govind Raghavan Korivi as an Additional Director (Independent) on the Board of Directors of the Company w.e.f. 30Ih June, 2023. Shareholders of the Company at their Extra Ordinary General Meeting held on September 08, 2023 approved the appointment of Professor Sunder Ram Govind Raghavan Korivi as an Independent Director for a period of 5 (five) consecutive years and whose office shall not be liable to retire by rotation.

3. The Board at its Meeting held on August 03, 2023 approved the appointment of Dr. Dhanya Pattathil as an Additional Independent Director on the Board of the Company w.e.f. August 03, 2023. Shareholders of the Company at their Extra Ordinary General Meeting held on September 08, 2023 the appointment of Dr. Dhanya Pattathil as an Independent Director for a period of 5 (five) consecutive years and whose office shall not be liable to retire by rotation,

4. The Board at its Meeting held on August 25, 2023 based on the recommendation of the Nomination, Remuneration & Compensation Committee approved the appointment of Dr. Yajyoti Singh, Lt, Colonel Kaninika Thakur as Additional Directors (Independent Director) on the Board of the Company w.e.f. August 25, 2023. Shareholders of the Company at their Extra Ordinary General Meeting held on September 08, 2023 approved the appointment of the Dr. Yajyoti Singh, Lt. Colonel Kaninika Thakur as Independent Directors for a period of 5 (five) consecutive years and whose office shall not be liable to retire by rotation,

5. The Board at its Meeting held on September 15, 2023 based on the recommendation of the Nomination, Remuneration & Compensation Committee approved the re-designation of Ms. Neeta Prasad Lad as the Managing Director of the Company and Mr. Shubham Prasad Lad, Ms. Saily Prasad Lad, Mr. Pravin Ramesh Lad and Mr. Sanjay Suryakant Dighe, as Whole-time Directors on the Board of the Company for a period of 3 years with effect from September 15, 2023 to September 14,2026. Shareholders of the Company at their Extra Ordinary General Meeting held on September 18, 2023 approved the redesignation Ms. Neeta Prasad Lad as the Managing Director and Mr. Shubham Prasad Lad, Ms. Saily Prasad Lad, Mr. Pravin Ramesh Lad and Mr. Sanjay Suryakant Dighe, as Whole-time Directors on the Board of the Company, liable to retire by rotation.

KRYSTA

As on the date of this report, the composition of the Board of Directors of the Company is as stated below:

Sr. No. Name Designation
1. Mr. Vi jay Kumar Agarwal Non-Executive, Independent Director
2, Professor Sunder Ram Goviud Raghavan Korivi Non-Executive, Independent Director
3. Dr. Dhanya Patlalhil Non-Executive, Independent Director
4. Dr. Yajyoti Singh Non-Executive, Independent Director
5. Ll. Colonel Kaninika Thakur Non-Executive, Independent Director
6. Ms. Neeta Prasad Lad Executive, Managing Director & Chairperson
7. Mr. Shubham Prasad Lad Executive, Whole-time Director
8. Ms. Saily Prasad Lad Executive, Whole-time Director
9. Mr. Pravin Ramesh Lad Executive, Whole-time Director
10. Mr. Sanjay Suryakant Dighe Executive, Whole-time Director & Chief Executive Officer

6. Ms. Shalini Agrawal tendered her resignation as the Company Secretary of the Company w.e.f ]4,h August, 2023. The Board at its Meeting held on August 25, 2023 based on the recommendation of the Nomination, Remuneration & Compensation Committee approved the appointment of Ms. Stuti Maru, an Associate Member of the Institute of Company Secretaries of India as the Company Secretary and Compliance Officer of the Company w.e.f. August 25,2023.

7. The Board at its Meeting held on September 15,2023 based on the recommendation of the Nomination, Remuneration and Compensation Committee approved the appointment of Mr. Sanjay Suryakant Dighe as Chief Executive Officer of the Company w.e.f. September 15, 2023.

8. The Board at its Meeting held on September 15, 2023 based on the recommendation of the Audit Committee and Nomination, Remuneration and Compensation Committee approved the appointment of Mr. Barun Dey as the Chief Financial Officer of the Company with effect from September 15, 2023.

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2023:

Sr. No. Name Designation
1. Mr. Sanjay Suryakant Dighe Whole-time Director and Chief Executive Officer
2. Mr, Barun Dey Chief Financial Officer
3. Ms. Stuti Maru Company Secretary & Compliance Officer

Your Directors on the Board possess the requisite experience and competency.

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria and are not disqualified from being appointed/continuing as Directors in terms of Section 164(2) of the Act. The declarations have been taken on record by the Nomination, Remuneration and Compensation Committee.

All the Directors and Senior Management of the Company will affirme compliance with the Code of Conduct for Board Members and Senior Management Personnel of the Company annually. All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(l)(b) of the SEBI Listing Regulations and they are not aware

of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence. The terms and conditions of appointment of Independent Directors are available on the website of the Company at Krystal Integrated Services Limited (krvstal-group.com)

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA, within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. Mr. Vijay Kumar Agarwal and Dr. Dhanya Pattathil, Independent Directors of the Company have confirmed that they are exempt from the requirement to undertake the online proficiency self- assessment test. Professor Sunder Ram Govind Raghavan Korivi, Lt. Colonel Kaninika Thakur, Dr. Yajyoti Singh, Independent Directors of the Company are required to undertake the online proficiency self-assessment test.

Number of Meetings of the Board of Directors ("Board")

During the period under review, the Board of your Company met 19 times, details of which are given herein

l, 07.04.2022 2. 11.05.2022 3. 08.06.2022 4, 21.06.2022 5. 09.07.2022
6. 01.08.2022 7, 24.08.2022 8. 13.09.2022 9. 27.09.2022 10. 14.11,2022
11. 08.12.2022 12. 03.01.2023 13. 12.01.2023 14, 28.01.2023 15. 15.02.2023
16. 24.02.2023 17. 06.03.2023 18. 27.03.2023 19. 31.03.2023

The Company is in compliance with the requirements of the Companies Act, 2013 and Secretarial Standards issued by The Institute of Company Secretaries of India, The intervening gap between the two meetings was within the limits as prescribed under the applicable provisions of the Companies Act, 2013, The details of attendance of each Director at the Board Meeting are as follows:

Name of the Director

DIN

Category

Number of Board Meetings

AGM last Attended

Held Attended
Neeta Prasad Lad 01122234 Director 19 19 29.09.2022
Saily Prasad Lad 05336504 Director 19 19 29.09.2022
Shubham Prasad Lad 07557584 Director 19 19 29.09.2022
Pravin Ramesh Lad 01710743 Director 19 19 29.09.2022
Sanjay Suryakant Dighe 02042603 Director 19 19 29.09.2022

Committees of the Board:

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees are placed before the Board for information or for approval, as required.

The constitution, role, composition and functioning of the Audit Committee, Nomination, Remuneration and Compensation Committee, CSR Committee, Risk Management Committee and Stakeholder Relationship Committee are in compliance with the applicable provisions of the Companies Act, 2013 and SEB1 Listing Regulations.

Further, the Company has also constituted Tender Committee, Finance Committee and IPO Committee.

The Company Secretary is the Secretary of all the Committees. The Board of Directors and Committees also take decisions by resolutions passed through circulation which are noted by the Board/respeetive Committees of the Board at their next meetings. The Minutes of meetings of all Committees of the Board are circulated to the Board of Directors for noting. During the year under review, all recommendations received from its Committees were accepted by the Board,

Composition of Audit Committee

The Company has constituted an Audit Committee on August 25, 2023 in terms of the requirements of the Act and Regulation 18 of the SEBI Listing Regulations, The Committee comprises of the following:

Sr.

No

Name of the Member Designation Status
1 Mr, Vijay Kumar Agarwal Chairman Non- Executive, Independent
2 Professor Sunder Ram Govind Raghavan Korivi Member Non- Executive, Independent
3 Mr. Sanjay Suryakant Dighe Member Executive, Whole-time Director

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Vigil mechanism / whistle blower policy for directors and employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company https://krystal- group.com/ and the wcblink to the same at https: Investor - Krystal Group (krystaLgroup.com).

Corporate Social Responsibility (CSR)

During the year under review, the Company has partnered with credible agencies like Mi Mumbai Abhiyan Abhiman Pratishtha, Anthyodaya Pratishthan and Shree Mahalaxmi Tirupati Education Society for implementing socially responsible projects in the areas of Education as part of its initiatives under CSR. The Company has undertaken the CSR activities and complied with the provisions of Section 135 of the Companies Act, 2013 ("Act"). The CSR activities/projects undertaken by your Company are in accordance with Schedule

KRYSTAL

VII of the Act and based on approved CSR policy and Annual Action Plan, which are available on Company's website: Krystal Integrated Services Limited (krystal-group.com)

The Company's CSR activities are guided and monitored by its CSR Committee. The CSR Policy of the Company provides a broad set of guidelines including intervention areas and continuous monitoring of the CSR activities.

The Comm ittee was re-constituted on August 25, 2023 and the Composition of the Committee is as under:

Members Category Status
Ms. Neeta Prasad Lad Chairperson Executive, Managing Director
Dr. Yajyoti Digvijay Singh Member Non- Executive, Independent
Mr. Sanjay Suryakant Dighe Member Executive, Whole- time Director

The CSR Committee has been entrusted with the prime responsibility of implementation of the activities under the CSR policy. The Committee recommends the activities to be undertaken under the policy and amount to be spent on such CSR activities to the Board.

During the year under review, as per Section 135 of the Act, your Company was required to spend an amount of fNR 7.06 Million equivalent to 2% of the 'average net profits' of the last three (3) financial years. During the year under review, your Company has spent the entire amount on CSR activities. The CSR initiatives undertaken by your Company along with other CSR related details form part of the Annual Report on CSR activities for FY 2022-23, which is annexed as Anncxure -2.

Risk Management

The Company has constituted a Risk Management Committee ("RMC") on August 25, 2023 in terms of the requirements of Regulation 21 of the SEB1 Listing Regulations and also adopted a risk management policy.

The Composition of the Committee is as under;

Sr.

No

Name of the Member Designation Status
1 Mr. Vijay Kumar Agarwal Chairman Non- Executive, Independent
2 Lieutenant Colonel Kaninika Thakur Member Non- Executive, Independent
3 Mr. Sanjay Suryakant Dighe Member Executive, Whole-time Director

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board.

The Risk Management Committee of the Board of Directors of the Company reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk exposures related to specific issues and provides oversight of risk across the Company. The Risk Management process of the Company is governed by the Risk Management Policy which lays down guidelines for Risk identification, assessment and monitoring as an ongoing process that is supported by a robust risk reporting framework.

Nomination and Remuneration Committee and Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

KRYSTAL

The Company has re-constituted a Nomination, Remuneration and Compensation Committee on August 25, 2023 with the following members:

Sr.

No

Name of the Member Designation Status
1 Lieutenant Colonel Kaninika Thakur Chairperson Non- Executive, Independent
2 Dr. Yajyoti Digvijay Singh Member Non- Executive, Independent
3 Dr. Dhanya Pattathil Member Non- Executive, Independent

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board.

The Board of Directors has adopted a Nomination and Remuneration Policy on September 15, 2023 in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure 3 and is also available on the Company's website i.e. Krystal Integrated Services Limited (krvstal-group.com)

Stakeholders Relationship Committee

As required under the provisions of Regulation 20 of SEBI Listing Regulations, the Board of Directors of the Company on August 25, 2023 constituted the Stakeholder's Relationship Committee and the details of composition of the Committee are given herein below:

Sr,

No

Name of the Member Designation Status
1 Professor Sunder Ram Govind Raghavan Korivi Chairman Non- Executive, Independent
2 Dr. Dhanya Pattathil Member Non- Executive, Independent
3 Mr, Sanjay Suryakant Dighe Member Executive, Whole-time Director

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Name and designation of the compliance officer:

Ms. Stuti Maru, Company Secretary and Compliance Officer of the Company, is the Compliance Officer / Investor Relations Officer, who deals with matters pertaining to Shareholders' grievances.

Directors' Responsibility Statement

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Companies Act, 2013 and based on the information provided by the management, the Board of Directors of the Company, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts for the period commencing from April 01, 2022 to March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 slate of affairs of

the company at the end of the period under review and of the profit and loss of the Company for that

period;

c) 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;

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

e) the Directors have laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and were operating effectively; and

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

Familiarisation Programme

The Company has adopted a Policy on Familiarisation Programme on September 15, 2023. The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at Krystal Integrated Services Private Limited (krvstafgroup.com')

Board Evaluation

The Company has adopted a Board Evaluation Policy on September 15, 2023. Evaluation of performance of all Directors would be undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Director would be evaluated on the basis of achievement of their Key Result Area. The Board of Directors has expressed their satisfaction with the evaluation process.

Statutory Audit & Statutory Auditors

M/s. T, R. Chadha Sc Co LLP, Chartered Accountants (Firm Registration No, 00671 IN/ N500028) were appointed as Statutory Auditors of the Company to hold office from the conclusion of 20th Annual General Meeting until the conclusion of the 24,h Annual General Meeting to be held in the calendar year 2024-25, at such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

The Auditors' Report "with an unmodified opinion", given by the Statutory Auditors on the Financial Statements of the Company for FY 2022-23, is disclosed in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report and the same does not call for any further comments. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

In addition to the above, there have not been any frauds reported by the Auditors of the Company under Section 143(12) of the Act .

Particulars ofloans given, investments made, Guarantees given, or Security provided by the Company

The loans given, investments made and guarantees given and securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

Related Party Transactions:

During the year under review, all contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on ami's length basis. There were no material related party transactions by the Company during the year.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties would be placed before the Audit Committee for their review on a periodic basis. Policy on Related Party Transactions is annexed as Anncxure 4 to the Report.

Particulars of Employees

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure 5.

The statement containing names and other details of the employees as required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

Disclosure under the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ‘Prevention of Sexual Harassment' Policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 ("the POSH Act"), is in place. During FY 2022-23, there were no complaints received under the provisions of the POSH Act.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

a) The provisions of Section 134(3)(m) of the Act and the rules made there under relating to conservation of energy and technology absorption do not apply to your Company as it is not a manufacturing Company,

b) Foreign Exchange Earnings during the year under review was INR Nil and previous year were 1NR Nil and Foreign Exchange Outgo during the year under review was Nil and previous year was Nil.

Details of grievances, significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future. Further, no penalties have been levied by any regulator during the year under review.

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year

During the year under review, no company beeame/ceased to be a Subsidiary, Joint Venture, Associate Company of the Company.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has established a system of internal controls and business processes, comprising of policies and procedures, with regards to efficiency of operations, financial reporting and compliance with applicable laws and regulations etc, commensurate with its size and nature of the business. Regular checks are undertaken to ensure that systems and processes are followed effectively, and systems & procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations. Company also has a well-defined process for an on-going management reporting and periodic review of operations to ensure effective decision-making. During the year under review, proper internal financial controls were in place and the financial controls were adequate and were operating effectively.

Annual Return

As required under the provisions of Sections 134(3) (a) and Section 92(3) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in prescribed form MGT 7 has been placed on the website of the Company at Krystal Integrated Services Limited (krvstal-group.com)

Managing Director and Chief Financial Officer Certificate

In terms of the SEBI Listing Regulations the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Managing Director & CEO and Group Chief Financial Officer, for the Financial Year 2022-23 with regard to the Financial Statements and other matters.

Secretarial Standards and Compliance

During the year under review, the Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings and General Meetings.

Other Disclosures

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review:

a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c) There was no revision in the financial statements.

d) There has been no change in the nature of business of the Company as on the date of this report.

e) The Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

f) The Company has not obtained any registration / license / authorisation, by whatever name called from any other financial sector regulators

g) There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h) There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution for the end of financial year March 31, 2023.

i) There was no instance of one-time settlement with any Bank or Financial Instit ution.

Acknowledgements / Appreciations

The Directors express their sincere gratitude to Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions, and the Company's bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company across all levels.

   

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