Krystal Integrated Services Ltd

Dear Members,

The Directors are pleased to present their Twenty-Third Annual Report of Krystal Integrated Services Limited (Earlier known as Krystal Integrated Services Private Limited) (‘the Company'} along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2024.

Financial Performance

Summary of the Company's financial performance for the Financial Year 2023-24 ("year under review") as compared to previous Financial Year 2022-23 ("previous year") is given below:

(INR in Crore)

Dividend

The Board has recommended a Dividend of INR. 1.50/- per share (15%) on 1,39,71,952 fully paid- up equity shares of INR 10/- each for the financial year ended March 31, 2024, subject to approval of the shareholders at the ensuing Annual General Meeting ('AGM').

The total Dividend on equity shares for FY 2023-24, if approved by the shareholders at the ensuing AGM, aggregates to INR. 2.09 Crore.

The said Dividend will be paid out of the Profits for the year.

The Dividend, subject to the approval of shareholders at the ensuing AGM will be paid to the Members whose names appear in the Register of Members as on the Record date fixed by the Company i.e. September 02, 2024, subject to deduction of tax at source, as applicable, on or before September 21, 2024.

Transfer to Reserves

During the year under review, the Company has transferred INR 203.78 Crore to reserves and other equity.

Unpaid Dividend & IEPF

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) as there were no Unpaid Dividend balances with the Company.

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, 2024 and the date of this report affecting the financial position of the Company are given herein below:

i. Conversion of the Company from Private Limited Company to Public Limited Company

Effective from August 04, 2023, your Company got 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.

Consequently, the name of our Company was changed from 'Krystal Integrated Services Private Limited' to ‘Krystal Integrated Services Limited' pursuant to the resolution passed by the Board of Directors on June 30, 2023 and a special resolution passed by the Shareholders of the Company on July 04, 2023.

ii. Initial Public Offering (IPO) of Equity Shares of the Company

During the year under review, the Company made its Initial Public Offer ('the Offer') comprising of an Offer for Sale and Fresh Issue.

The offer had been authorised by a resolution of the Board of Directors on September 15, 2023 and by the Shareholders on September 18, 2023.

The Company filed Draft Red Herring Prospectus ("DRHP") on September 27, 2023 with Securities Exchange Board of India (SEBI) with respect to IPO of the equity shares of the Company. The Company received in-principal approval from National Stock Exchange of India Limited and BSE Limited on December 11, 2023 and December 12, 2023 respectively. Thereafter, the company filed Updated Draft Red Herring Prospectus ("UDRHP"), Red Herring Prospectus ("RHP") and Prospectus on February 19, 2024, March 04, 2024 and March 19, 2024 respectively with SEBI and Registrar of Companies, Maharashtra, Mumbai.

The issue opened for public on March 14, 2024 and closed on March 18, 2024 and for anchor investors, the offer opened and closed on March 13, 2024.

The Company successfully completed its IPO of 41,97,552 equity shares of INR 10/-through a Book-Building Offer and the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on March 21, 2024.

The equity shares were issued at a price of INR 715/- per share (INR 10/- face value and a share premium of INR 705/-) totaling to INR 300,12,50,000/- (Rupees Three Hundred Crore Twelve Lakhs Fifty Thousand), which comprised an Offer for Sale of INR 125,12,50,000/- (Rupees One Hundred Twenty-Five Crore Twelve Lakhs Fifty Thousand) by the existing Investor Shareholder and the balance INR 175,00,00,000/- (Rupees One Hundred Seventy- Five Crore) by fresh issue of 24,47,552 Equity Shares by the Company.

The IPO was subscribed 13.49 x and received more than 2,64,072 applications with strong interest in all categories viz. Anchor Book, QIB, HNI and Retail. The Company allotted shares to 75,735 shareholders and this included marquee names like ITI Mutual Funds, Quant Mutual Fund, Nav Capital Fund, Bofa Securities and many others, thus evidencing their comfort with the business and corporate governance standards of the Company.

Inga Ventures Private Limited acted as the Sole Book Running Lead Manager (BRLM) to the IPO and INDUSLAW, Legal Counsel to the Company and BRLM for the IPO. The Company had appointed Link Intime India Private Limited as the Registrar to the Offer.

The Board expresses its sincere gratitude to the investors who reposed their faith in the business of the Company. The Board also expresses its thanks to SEBI, ROC and Stock Exchanges (BSE and NSE) for their expeditious approval of the DRHP, RHP and Prospectus for the Offer.

Utilisation of IPO Proceeds

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations') & SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the net proceeds of IPO have been utilized for:

1. Repayment/ prepayment, in full or part, of certain borrowings availed of by the Company

2. Funding working capital requirements of the Company

3. Funding capital expenditure for purchase of new machinery

4. General Corporate Purposes

There has been no deviation in the utilisation of the IPO proceeds of the Company.

Detailed Monitoring Agency Report received from CRISIL Ratings Limited for such utilization are received by the Company from its Monitoring Agency on quarterly basis till the date of this report, affirming no deviation in utilisation of the issue proceeds from the object stated in offer documents and submitted to Stock Exchanges in compliance with the aforesaid regulations.

iii. 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 Krystal ESOP Plan, 2023 or other applicable provisions of any law as may be prevailing at that time.

As on date of this report, the Company has not granted any stock options under the aforesaid scheme.

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

Your Company is engaged in the services of Integrated facilities management with a focus on healthcare, education, public administration (state 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, fagade 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.

Your Company has expanded its domain and entered in to business of providing waste management services for Thane Municipal Corporation which holds significant importance as it aligns with company's commitment to addressing environmental, social and urban development challenges in the society. This Contract opens a window of opportunity to participate in such projects nationally.

Change in the nature of business

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

Operations Review Standalone

Total income from continuing operations on a standalone basis for Financial Year 2024, increased by 44.25% to INR 992.80 crores as compared to INR 688.26 crores in Financial Year 2023. Earnings before interest, taxes, depreciation and amortisation ('EBITDA') for Financial Year 2024 on a standalone basis from continuing operations increased by 34.09 % to INR 66.58 crores as compared to INR 49.65 crores in Financial Year 2023. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was INR 48.23 crores as compared to INR 38.21 crores in Financial Year 2023. Basic and Diluted Earnings per share from continuing and discontinuing operations was INR 41.61 and INR 41.61 respectively for the year as compared to INR 33.15 and INR 33.15 respectively per share during the previous year.

Consolidated

The Company's consolidated income increased by 45.56% to INR 1,034.85 crores in Financial Year 2024 as compared to INR 710.96 crores in Financial Year 2023. EBITDA for Financial Year 2024 on a consolidated basis from continuing operations increased by 37.81% to 68.72 crores as compared to INR 49.86 crores in Financial Year 2023. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was INR 49.07 crores as compared to INR 38.44 crores in Financial Year 2023. Basic and Diluted Earnings per share from continuing and discontinuing operations was INR 42.30 and INR 42.30 respectively for the year as compared to INR 33.33 and INR 33.33 respectively per share during the previous year.

A detailed discussion on operations for the year ended March 31, 2024 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

Holding company, Subsidiary companies, Joint Venture or Associate companies

The Company is a subsidiary of Krystal Family Holdings Private Limited. As on March 31, 2024, the Company has two 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 Private Limited However, Joint Venture of Nangia & Co LLP & Krystal Integrated Services Private Limited is yet to commence any business.

Financial details of subsidiaries, joint ventures and associate companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act') read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, joint venture and associates companies in Form AOC-1 is attached to the financial statements.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. https://www.krystal-group.com.

Consolidated Financial Statements

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial i Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

The performance highlights of wholly owned operating subsidiaries and joint ventures during the financial year ended March 31, 2024 are as under:

(a) Krystal Gourmet Private Limited

The total income for Financial Year 2024 was at INR 30.11 Crore. Profit before interest, depreciation and tax for the year was at INR 1.49 crore. Krystal Gourmet Private Limited reported a net profit of INR 0.33 Crore for the year.

(b) Flame Facilities Private Limited

The total income for Financial Year 2024 was at INR 15.57 Crore. Profit before interest, depreciation and tax for the year was at INR 3.45 Crore. Flame Facilities Private Limited reported a net profit of INR 0.47 Crore for the year.

(a) Krystal Aquachem

Krystal Aquachem recorded total income of INR 8.57 Crore for Financial Year 2024. Profit before depreciation & tax for the year was at INR 0.06 crore. Krystal Aquachem Private Limited reported a net profit of INR 0.04 crore for the year.

Share Capital

During the year under review, the following changes have taken place in the Authorised and Paid-up

Share Capital of your Company:

(a) 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 INR 10,00,00,000 (Rupees Ten crore only) divided into 100,00,000 (One crore) equity shares of INR 10 (Ten) each to INR 15,00,00,000 (Rupees Fifteen crore only) divided into 1,50,00,000 (One crore Fifty lakhs) equity shares of INR 10/- (Rupees Ten) each. Hence, the present Authorised Share Capital of the Company stands at INR 15,00,00,000 (Rupees Fifteen crore only).

(b) 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 INR 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 INR 10/- (Rupees Ten) each for every 1 (One) existing fully paid-up equity shares of INR 10/- (Rupees Ten) each held by them, by capitalizing a sum not exceeding INR 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 stood at INR 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 INR 10/- (Rupees Ten) each.

(c) Pursuant to the Initial Public Offering, the Company made an allotment of 24,47,552 (Twenty Four Lakhs Forty Seven Thousand Five Hundred Fifty Two) equity shares of INR 10/- (Rupees Ten) each for cash at a premium of INR 705/- (Rupees Seven Hundred Five) per share aggregating to INR 175,00,00,000/- (Rupees One Hundred Seventy Five Crore) on March 19, 2024.

At the end of the financial year 2023-24, the issued, subscribed & paid-up Equity Share Capital of the Company stood at INR 13,97,19,520 comprising of 1,39,71,952 equity shares of INR 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:

Details relating to deposits

During the period under review, the Company has not accepted or renewed any amount falling within the purview of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Thus, as on March 31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

Details of Directors and Key Managerial Personnel

Following changes took place during the year under review:

1. Appointment of Mr. Vijay Kumar Agarwal (DIN: 00058548), Independent Director was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from June 21, 2023 for a period of 5 (five) consecutive years.

2. Appointment of Professor Sunder Ram Govind Raghavan Korivi (DIN: 01590692), Independent Director was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from June 30, 2023 for a period of 5 (five) consecutive years.

3. Appointment of Dr. Dhanya Pattathil (DIN: 00130569), Independent Director was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from August 03, 2023 for a period of 5 (five) consecutive years.

4. Appointment of Dr. Yajyoti Digvijay Singh (DIN: 07971678) and Lt. Colonel Kaninika Thakur (DIN: 10269540), Independent Directors was approved by the members of the Company at their Extra Ordinary General Meeting held on September 08, 2023 with effect from August 25, 2023 • for a period of 5 (five) consecutive years.

5. Shareholders of the Company at their Extra Ordinary General Meeting held on September 18, 2023 approved the re-designation of Ms. Neeta Prasad Lad (DIN: 01122234) as the Managing Director and Mr. Shubham Prasad Lad (DIN: 07557584), Ms. Saily Prasad Lad (DIN: 05336504), Mr. Pravin Ramesh Lad (DIN: 01710743) and Mr. Sanjay Suryakant Dighe (DIN 02042603), as Whole-time Directors on the Board of the Company, liable to retire by rotation, for a period of 3 years with effect from September 15, 2023 to September 14, 2026.

Following changes took place from the end of the financial year till the date of this report:

1. Mr. Vijay Kumar Agarwal, Independent Director (DIN: 00058548) ceased to be the Director of the Company with effect from May 10, 2024 due to advancing age and health related issues. Your directors placed on record their appreciation for the contributions made by Mr. Vijay Kumar Agarwal during his tenue. Mr. Vijay Kumar Agarwal has confirmed that there was no material reason other than that mentioned above for his resignation.

2. Based on the recommendation of the Nomination, Remuneration & Compensation Committee, the Board of Directors of the Company on June 25, 2024, approved the appointment of Mr. Mahesh Vinayak Redkar (DIN 10614348) as an Additional Director (Non-Executive, Independent) on the Board of the Company w.e.f. June 25, 2024, subject to approval of Members. Approval of the Members is being sought for appointment of Mr. Mahesh Vinayak Redkar as a Director and Independent Director at the ensuing AGM.

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

3. Ms. Shalini Agrawal tendered her resignation as the Company Secretary of the Company w.e.f August 14, 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.

4. 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 the Chief Executive Officer of the Company w.e.f. September 15, 2023.

5. 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 (including Directors) of the Company as on March 31, 2024:

Retirement by Rotation

In terms of the provisions of the Act and the Articles of Association of the Company, Ms. Neeta Prasad Lad, (Chairperson & Managing Director , DIN: 01122234) of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The Board of Directors on the recommendation of the Nomination, Remuneration and Compensation Committee recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of the Directors seeking appointment / re-appointment, as the case may be, are given in the Notice convening the ensuing Annual General Meeting.

Declaration of Independence

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with integrity and possess requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

In terms of Section 150 of the Act 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 themselves 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.

Professor Sunder Ram Govind Raghavan Korivi, Lt. Colonel Kaninika Thakur and Mr. Mahesh Vinayak Redkar, Independent Directors of the Company will undertake the online proficiency self-assessment test within 2 (two) years from the date of their appointment. Dr. Yajyoti Digvijay Singh and Dr. Dhanya Pattahil have cleared the online proficiency self-assessment test.

A matrix demonstrating the skill and expertise of Directors of the Company including Independent Directors is provided in the Report on Corporate Governance forming part of this Annual Report.

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

During the period under review, the Board of your Company met 21 times, details of which are given herein below:

The Company is in compliance with the requirements of the Act 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 Act. The details of attendance of each Director at the Board Meeting are as follows:

*Mr. Vijay Kumar Agarwal was appointed as an Independent Director of the Company with effect from June 21, 2023. 16 Board Meetings were held from the date of his appointment till the financial year end. Further, Mr. Vijay Kumar Agarwal resigned as an Independent Director of the Company with effect from May 10, 2024

#Professor Sunder Ram Govind Raghavan Korivi was appointed as an Independent Director of the Company with effect from June 30, 2023. 14 Board Meetings was held from the date of his appointment till the financial year end.

~Dr. Dhanya Pattathil was appointed as an Independent Director of the Company with effect from August 03, 2023.11 Board Meetings was held from the date of her appointment till the financial year end.

ADr. Yajyoti Digvijay Singh and Lt. Colonel Kaninika Thakur were appointed as Independent Directors of the Company with effect from August 25, 2023. 10 Board Meetings were held from the date of their appointment till the financial year end.

@Mr. Mahesh Vinayak was appointed as an Additional Director (Non-Executive, Independent) of the Company with effect from June 25, 2024, subject to approval of members.

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, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholder Relationship Committee are in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Further, the Company also has constituted Tender Committee and Finance Committee. IPO Committee and Committee of Independent Directors was constituted for the purpose of IPO.

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/respective 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.

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 members:

@ Mr. Vijay Kumar Agarwal has ceased to be the Chairman and Member of the Committee w.e.f. May 10, 2024 due to resignation

The Committee was re-constituted on May 16, 2024 and Professor Sunder Ram Govind Raghavan Korivi, member of the Audit Committee was designated as the Chairperson of the Committee in place of Mr. Vijay Kumar Agarwal who resigned as a Director of the Company w.e.f. May 10, 2024. Dr. Yajyoti Digvijay Singh and Mr. Mahesh Vinayak Redkar were appointed as a Members of the Committee w.e.f. May 16, 2024 and August 12, 2024 respectively.

During the year under review, the Audit Committee met six times.

The Committee is vested with necessary powers, as per its terms of reference duly approved by the

Board. Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

Vigil mechanism / whistle blower policy for Directors and employees

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for the Directors, its employees as well as external stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of Company's Code of Conduct.

The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Chairman of the Audit Committee.

The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company at https://www.krystal-group.com. and the weblink to the same at https://krvstal-group.com/wp-content/uploads/2019/09/7.-Whistle-Blower-policy.pdf

Corporate Social Responsibility (CSR)

During the year under review, the Company has partnered with credible agencies like Anthyodaya Pratishthan and Mi Mumbai Abhiyan Abhiman Pratishthan 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 Act. The CSR activities/projects undertaken by your Company are in accordance with Schedule VII of the Act and based on approved CSR policy which are available on Company's website: https://www.krystal-group.com

The Company has constituted CSR Committee on July 31, 2014 and the Committee comprises of the following members:

During the year under review, the Committee met one time.

The Committee was re-constituted on August 25, 2023. Ms. Neeta Prasad Lad was appointed as the Chairperson of the Committee w.e.f. July 31, 2014 and Dr. Yajyoti Digvijay Singh was appointed as a member of the Committee in place of Mr. Pravin Ramesh Lad w.e.f. August 25, 2023.

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 INR 56,96,569 equivalent to 2% of the 'average net profits' of the last three(3) financial years. During the year under review, your Company has spent an aggregate amount of INR 83,00,000 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 2023-24, which is annexed as Annexure -1.

Risk Management Committee

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

The Company is exposed to various risks in the areas it operates. The Company's Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating, and reporting of key business risks associated with the activities conducted.

The risk management mechanism forms an integral part of the business planning and review cycle of the Company. It is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal requirements and safeguarding the integrity of the Company's financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of the Company ensures that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The Committee periodically validates, evaluates, and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section.

The Composition of the RMC Committee is as under:

@ Mr. Vijay Kumar Agarwal has ceased to be the Chairman and Member of the Committee w.e.f. May 10, 2024 due to resignation & Lieutenant Colonel Kaninika Thakur was designated as Chairperson of the Committee w.e.f. May 16, 2024

The Committee was re-constituted on May 16, 2024 and Lieutenant Colonel Kaninika Thakur, member of RMC was designated as Chairperson of RMC in place of Mr. Vijay Kumar Agarwal who resigned as a Director of the Company on May 10, 2024. Dr. Yajyoti Digvijay Singh was appointed as Member w.e.f. May 16, 2024.

During the year under review, the Committee met twice.

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

Board. Further details on the RMC are provided in the Report on Corporate Governance forming part

of this Annual Report.

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

The Board of Directors of the Company on August 19, 2023 constituted the Nomination, Remuneration and Compensation (NRC) Committee and the details of composition of the Committee are given herein below:

The Committee was re-constituted on August 25, 2023 and Lieutenant Colonel Kaninika Thakur, member of NRC Committee was designated as Chairperson of Committee in place of Dr. Dhanya Pattathil. Dr. Yajyoti Digvijay Singh and Mr. Mahesh Vinayak Redkar were appointed as Members of the Committee w.e.f. August 25, 2023 and August 12, 2024 respectively.

During the year under review, the Committee met four times.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the Nomination, Remuneration and Compensation Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

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 -2 and is also available on the Company's website i.e. https:/^krvstal-group.com/wp-content/uploads/2019/09/2.-Nomination-and-Remuneration-Policy.pdf

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:

*Mr. Mahesh Vinayak Redkar was appointed as a Member of the Committee w.e.f. August 12, 2024.

During the year under review, the Committee met one time.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the Stakeholder's Relationship Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

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.

Tender Committee

The Board of Directors of the Company on August 25, 2023 constituted the Tender Committee and the details of composition of the Committee are given herein below:

During the year under review, the Committee met thirteen times.

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

Board. Further details on the Tender Committee are provided in the Report on Corporate Governance

forming part of this Annual Report.

Finance Committee

The Board of Directors of the Company on September 15, 2023 constituted the Finance Committee and the details of composition of the Committee are given herein below:

During the year under review, the Committee met twelve times.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the Finance Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

IPO Committee

The Board of Directors of the Company on September 15, 2023 constituted the IPO Committee solely for the purpose of Initial Public Offer of the Company and to decide other matters related to the said Offer and the details of composition of the Committee are given herein below:

During the year under review, the Committee met five times.

The Committee is vested with necessary powers, as per its Terms of Reference duly approved by the Board. Further details on the IPO Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

Pursuant to listing of equity shares of the Company on the Stock Exchanges, the IPO related matters have concluded and therefore the IPO Committee will be dissolved.

Committee of Independent Director

A committee of independent Directors of the Company was specifically constituted to recommend the price band in relation to the initial Public Offer of the Company as per the requirement of Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the details of composition of the Committee are given herein below:

During the year under review, the Committee met one time.

The Committee was vested with necessary powers, as per its Terms of Reference duly approved by the Board of Directors. Further details on the Committee of independent Directors are provided in the Report on Corporate Governance forming part of this Annual Report.

Mr. Vijay Kumar Agarwal has ceased to be the Member of Committee of independent Directors w.e.f May 10, 2024, due to his resignation from the Board of Directors of the Company.

Pursuant to listing of equity shares of the Company on the Stock Exchanges, the IPO related matters have concluded and therefore the Committee of independent Directors, will be dissolved.

Directors' Responsibility Statement

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act 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, 2023 to March 31, 2024, 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 state 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 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 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 compliance 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

Board Evaluation

Evaluation of performance of all Directors is 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 (including Independent Directors) on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

The Board evaluation exercise for FY 2023-24 was carried out after the closure of financial year through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

In a separate meeting of Independent Directors held on March 28, 2024, performance of Non-independent Directors and performance of the Board as a whole was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and performance of other Non-Executive and Executive Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

Statutory Audit & Statutory Auditors

In accordance with Section 139(2) of the Act, M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) were appointed as Statutory Auditors by the members of the Company at the Nineteen Annual General Meeting held on December 30, 2020 for a term of 5 consecutive years to hold office until the conclusion of the Twenty Fourth Annual General Meeting to be held in the calendar year 2025, 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.

M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) have resigned as the Statutory Auditors of the Company vide their letter dated August 11, 2024, before completion of their term. Their resignation has caused a casual vacancy in the office of Statutory Auditors.

Based on the recommendation of the Audit Committee and approval of the Board of Directors, M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W), Mumbai, have been appointed as the Statutory Auditors of the Company, to fill the casual vacancy caused due to the resignation of M/s. T R Chadha & Co LLP, Chartered Accountants (FRN: 006711N/N500028), Mumbai, to hold office from August 12, 2024 till the conclusion of the 23rd Annual General Meeting.

The Board of Directors of the Company at its meeting held on August 12, 2024, on recommendations of Audit Committee have further appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W) for a period of 5 (Five) years, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of Twenty Third Annual General Meeting till the conclusion of Twenty-Eight Annual General Meeting.

Your Company has received a letter from M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W) communicating their eligibility and consent to accept the office, if appointed, to act as the Statutory Auditors of the Company in place of M/s. T. R. Chadha & Co LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) with a confirmation that, their appointment, if made, would be within the limits prescribed under the Act.

The Auditors' Report "with an unmodified opinion", given by M/s. T. R. Chadha & Co LLP, Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for FY 2023-24, 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.

Internal Auditor

J C Kabra & Associates were appointed as the Internal Auditors of the Company with effect from May 13, 2024.

Annual Audit Plans are prepared on the basis of the discussions between the Internal Auditor and Audit Committee. The Audit Committee periodically reviews such plans and modifies them as and when required. Internal Auditors independently conduct objective assessment of Company's financial and operational processes, risk management practices, regulatory compliances, and effectiveness of internal controls. Internal Audit Reports along with the Management response/action plans are reviewed by the Audit Committee, on a quarterly basis.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rules made thereunder, the Board of Directors, on the recommendation of the Audit Committee had appointed Kajal Jakharia & Associates, Practising Company Secretaries (FCS No.:7922 COP :23149) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure -3 to this Report. The Report contains the following qualifications:

1. The Company has not complied with the provisions of maintenance of Structured Digital Database (SDD) as on the year ended March 31, 2024 pursuant to the provisions of Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the same has been complied with as on the date of this report.

2. Pursuant to various SEBI circulars on implementation of System Driven Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 - the database of promoters including members of promoter group, designated persons and directors was not updated as on the year ended March 31, 2024. However, the same has been complied with as on the date of this report.

3. Regulation 21(3C) of SEBI Listing Regulations was not complied as one hundred and eighty days elapsed by fifteen days between two consecutive meetings of the Risk Management Committee.

4. The Company has not maintained/updated MBP-4: Register of Contracts with Related Party and Contracts and Bodies etc., in which Directors are interested pursuant to Section 189 and Rule 16 of Companies (Meetings of Board and its Powers) Rules, 2014 of the Act.

5. The Company has not complied with Section 135(3)(b) of the Act with respect to i recommending the amount of CSR expenditure to be incurred on the activities, however the Company has duly spent an amount of INR 83,00,000/- on CSR activities during the period under review.

Management response

1) The Company was in the process of evaluating system solution available to identify a sustainable database to ensure full compliance of this regulatory requirement. Hence, on the year ended March 31, 2024 the Company was not maintaining SDD. However, the Company has purchased a software for maintenance of SDD and has started maintaining data in the SDD Software w.e.f. June 20, 2024 and the same is now functional.

2) The Software for implementation of System Driven Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 is working and data is captured on the said software.

3) The Company has taken note of audit points mentioned at serial no. 3, 4 and 5 and will ensure compliance of the same in the current financial year.

Frauds

There have not been any frauds reported by the Auditors of the Company under Section 143(12) of the Act.

Particulars of loans 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 Note No. 14 to the Standalone Financial Statements.

Loans from Directors or Directors' relatives

During the year, the Company had not obtained any loan from any of the Directors or their relatives.

Related Party Transactions

All related party transactions entered during the year were in the ordinary course of business and on arm's length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transactions, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company's Promoter(s), its Subsidiaries/Joint Ventures/ Associates or any other related party, that may have a potential conflict with the interest of the Company at large.

Pursuant to SEBI Listing Regulations and basis the recommendation of the Audit Committee. the shareholders of the Company granted approval for Material Related Party Transaction(s) between the Company and Volksara Techno Solutions Private Limited and Navagunjara Finance Private Limited for a period of 3 years on January 11, 2024.

In terms of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with related parties in Form AOC-2 is appended as Annexure -4 to this Annual Report.

Details of Related Party Transactions entered into by the Company for FY 2023-24, in terms of Ind AS 24 have been disclosed in the Note No. 37 to the Standalone/Consolidated Financial Statements forming part of this Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has in place a 'Policy on Related Party Transactions' which is available on the website of the Company at https://krvstal-qroup.eom/wp-content/uploads/2019/09/6.-Policv-on-dealinq-with-related-partv-tran sactions.pdf

Further, pursuant to the SEBI Listing Regulations, the Company has filed half yearly reports on Related Party Transactions with BSE Limited and National Stock Exchange of India Limited.

Particulars of Employees

In terms of the requirements Section 197(12) of the Act read with Rule 5(1) 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 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, forms part of the Annual Report. In terms of Section 136(1) 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 2023-24, 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 as against previous year INR NIL and Foreign Exchange Outgo during the year under review was INR NIL as against previous year INR NIL.

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 became/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 https://www.krystal-qroup.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 SEBI Listing Regulations has been obtained from CEO and CFO, for the Financial Year 2023-24 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.

Corporate Governance Report

The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the SEBI Listing Regulations. The Report on Corporate Governance together with the Certificate from the Practising Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the SEBI Listing Regulations as on March 31, 2024 forms part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for FY 2023-24, as stipulated under the SEBI Listing Regulations forms part of the Annual Report.

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) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

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

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

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, 2024.

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

j) Company is not required to maintain cost records under Section 148 of the Act.

k) The Company has not issued any equity shares under Krystal Integrated Services Limited Employee Stock Option Plan, 2023 during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act.

l) There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of SEBI Listing Regulations that are binding on the Company.

Acknowledgements / Appreciations

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.