KLG Capital Services Ltd

Dear Members,

Your Directors are pleased to present the 30th Annual Report of KLG Capital Securities Limited (‘Company') together with the Audited Financial Statements for the year ended March 31,2024.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 31,2024 is summarized below:

(Amount in Rupees)

Note: Previous year's figures are regrouped/rearranged, wherever necessary.

Review of Company's Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 71,70,227 as compared to the income of Rs. 84,49,057 during the previous financial year. The loss after tax as on March 31, 2024 amounted to Rs. 3,77,890 as against loss of Rs. 6,22,462 during the previous financial year.

Dividend

With a view to conserve resources, your Directors do not recommend dividend for the year under review.

Reserves

During the year under review, no amount has been transferred to Statutory Reserve Account as prescribed by section 45-IC of the Reserve Bank of India Act, 1934, being 20% of the profits after taxes for the year.

Extract of Annual Return

The Annual Return in the Form MGT- 7 as required under Section 92(3) of the Companies Act, 2013(Act) is available on the website of the Company viz. www.klgcapital.com /investor-desk-annual-report.php

Material Changes and Commitments:

From April 01,2019 IND-AS is applicable to your Company apart from this there have been no material changes and commitments have occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at March 31, 2024.

Particulars of Loan, Guarantees and Investments

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Companies Act, 2013('Act) are given in the notes to the Financial Statements. Also, pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Regulations'), the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All Related Party Transactions (RPTs) are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit and the Board is obtained for the transactions which are of a foreseeable and repetitive nature. All RPTs entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material RPTs, entered during the year as per Section 188 of the Act which require approval of the member. The disclosures on RPTs are made in the Notes to the Financial Statements of the Company. Hence, the Company has nothing to report in Form AOC-2 and the same is not annexed.

Deposits

During the year under review, the Company had not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

Details of Subsidiaries Company

During the year under review, the Company has one Wholly Owned Subsidiary Company namely KLG Stock Brokers Private Limited (KSBPL'). KSBPL is a Deposit Based Trading Member of Cash and Equity Derivatives Segments of BSE Limited. However, BSE through its letter dated March 14, 2024 has intimated to the Company regarding the cancellation of stock broker registration due to non-commencement of stock broker business. Further, BSE has withdrawn our membership rights w.e.f. March 01, 2024. There are no associate companies within the meaning of 2(6) of the Companies Act, 2013. The performance and financial position of the Subsidiary Company included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the Notes to Financial Statements in Form AOC-1 and hence not repeated here for sake of brevity. The contribution of Subsidiary to the overall performance of the Company is reflected through the Consolidated Financial Statements.

Details of Directors and Key Managerial Personnel

Mr. V. Ramanan will retire as an Independent Director of the Company due to expiry of his second term of appointment. Since he has already been appointed for 2 consecutive terms in the company, he did not offer himself for re-appointment in the company w.e.f. September 30, 2024.

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Gautam Goswami as Additional Independent Director and Mrs. Heeral Mandani as Additional Independent Woman Director of the Company w.e.f August 12, 2024 and August 13, 2024 respectively.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Chintan Chheda (DIN: 08098371) retires by rotation at ensuing AGM and being eligible, offers himself for re-appointment.

Mr. Akhilesh Sharma is appointed as the Chief Financial Officer of the Company w.e.f. August 11, 2023 and re-appointed as the Manager of the Company w.e.f. November 10, 2023 under the category of Whole-Time Key Managerial Personnel of the Com pa ny.

In terms of provisions of Section 203 of Companies Act, 2013, Mr. Akhilesh Kumar, is the KMP of the Company under the category of Manager and CFO.

Declaration by the Independent Directors

The Company has received necessary declarations from each Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Act and SEBI Regulations. Independent Director's Meetings

The Independent Directors, Mr. V. Ramanan and Mr. Rakesh Bajaj met without the attendance of Non- Independent Directors and the members of the Management. The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation

The Companies Act, 2013 stipulates the performance Evaluation of the Directors, Board and its Committees. The Company has devised the criteria for performance evaluation after approval by the Nomination & Remuneration Committee/Board of Directors on the basis of which the annual performance evaluation of the Directors, Board and Board Committees has been carried out. The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV to the Act. The Evaluation process focused on various aspects of the functioning of the Board and its Committees such as composition of the Board and Committees, participation in discussions, etc. Performance evaluation of individual Directors was on parameters such as attendance, contribution, constructive and active participation etc. The Independent Directors, at their separate Meeting, evaluated the performance of Non- Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The performance of all directors was also evaluated by the Nomination and Remuneration Committee.

The Board of Directors considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the concerned Director being evaluated.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3) (c) and Section 134(5) of the Act, your Directors confirm that:

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

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

Number of Board Meetings

During the Financial Year 2023-24, four meetings of the Board of Directors of the company were held on May 24, 2023, August

11, 2023, November 08, 2023 and February 14, 2024. The maximum time gap between any two consecutive meetings did not

exceed one hundred and twenty days. The attendance of each Director at the said Board Meetings is given below:

* Ms. Priyanka Gandhi resigned from the Company w.e.f. November 24, 2023 Audit Committee

As on March 31, 2024, the Audit Committee comprises of Mr. V. Ramanan (Chairman), Mr. Rakesh Bajaj and Mr. Chintan Chheda. All the recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met four times during the financial year under review. The meetings of the Committee were held on May 24, 2023, August 11, 2023, November 08, 2023 and February 14, 2024. The attendance of each Director at the said Committee Meetings is given below:

Nomination and Remuneration Committee:

As on March 31, 2024, the Nomination and Remuneration Committee comprises of Mr. Rakesh Bajaj, Mr. Chintan Chheda and Mr. V. Ramanan as Members. The Nomination and Remuneration Committee met once during the financial year under review. The meeting of the Committee was held on August 10, 2023. The attendance of each director at the said Committee meetings is given below:

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Chintan Chheda (Chairman), Mr. V. Ramanan and Mr. Rakesh Bajaj as members. As per Regulation 15 of SEBI Regulations the compliance with the Corporate Governance provisions is not applicable to the meeting. So, during the financial year 2023-24, no meeting of the Stakeholders Relationship Committee was held.

Statutory Auditors:

M/s. Bharat Shah & Associates, Chartered Accountants (Registration No. 101249W) were appointed as the Statutory Auditors of the Company at the 27th AGM held on September 30, 2021 for a term of five years until the conclusion of the 32nd AGM of the Company. In accordance with the Companies (Amendment) Act, 2017 enforced on May 07, 2018, by the Ministry of the Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM by members and same has been dispensed with. Accordingly, no such item has been considered in 30th AGM.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financial year ended March 31, 2024, does not contain any qualification. The observation in the Auditor's Report by M/s. Bharat Shah & Associates, Chartered Accountants have been dealt with in the relevant Notes to Accounts, which are self - explanatory.

Internal auditors

M/s. GMKS & Co., Chartered Accountants, Mumbai, have been appointed as Internal Auditors for conducting internal audit of the Company. The Internal Auditors independently evaluate the internal controls systems, monitor implementation of the accounting systems & procedures and statutory compliances. The Audit Committee periodically reviews the reports of the Internal Auditors. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013, the Board has appointed M/s. Sandeep Dar & Co., Practicing Company Secretary, Mumbai, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is as annexed to this report as Annexure I. As specified in the said report, there has been a delay/non-filing of forms due to unavailability of requisite information/technical issue. There are observations made by the Secretarial Auditor which is self-explanatory.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI Regulations, read with Schedule V of the said Regulations forms part of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has internal control systems, commensurate with the size, scale and complexity of its operations. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in the Company.

The Company has in place adequate internal financial controls with reference to Financial Statements. The report of the Statutory Auditors states about the existence of adequate internal financial control systems and its operating effectiveness. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls.

Managerial Remuneration

Disclosures of the ratios of the remuneration of each director to the median employee's remuneration details as required pursuant to Section 197(2) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure II. None of the Directors of the Company are in receipt of any commission from the Company or from any Subsidiary of the Company. The details of remuneration paid to the Directors of the Company are given in Extract of Annual Return.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Act and Listing Regulations, the Company has already in place a Risk Management Policy. The Company has a robust Risk Management framework to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The elements of risk as identified for the Company are set out in the Management Discussion and Analysis (MDA) Report forming part of the Board's Report.

Significant & Material Orders Passed By the Regulators or Courts or Tribunal

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and company's operations in future except as otherwise disclosed in this report.

Nomination & Remuneration Policy

The Nomination and Remuneration Committee comprises of Mr. Rakesh Bajaj, Mr. Chintan Chheda and Mr. V. Ramanan as Members. The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as Annexure III.

Vigil MechanismANhistle Blower Policy

The Company has implemented Vigil Mechanism/Whistle Blower Policy which encourages the Whistle Blower to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

Sexual Harassment

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Employees

In terms of Section 136 of the Act, the Annual Report and Financial Statements are being sent to the Members of the Company and others entitled thereto excluding the information pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars in this regard, if any, will be made available for inspection by the Members at the Registered Office of the Company between 11:00 hours to 13:00 hours on all working days, expect Saturday, up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Upon such request, the information will be made available.

Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo

Considering the nature of business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and TechnologyAbsorption as required under the Companies (Accounts) Rules, 2014, for the year under review. Further, the Foreign Exchange Earnings during the year under review and the Foreign Exchange Outgo is Nil.

Corporate Social Responsibility (CSR) Policy

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Com pa ny.

Listing Arrangement

The Company is yet to pay annual listing fee (ALF) to BSE for the financial year 2020-21 onwards. In this matter, company along with its promoter received notice from BSE for the payment of ALF and on non-payment of ALF Stock Exchanges shall take appropriate action under the applicable statue. Further as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 specifying standard operating procedure for imposing finesand suspension of trading in case of Non-compliant with listing and/or depository regulations. The fines imposed by the BSE are yet to be paid and accordingly the said circular the entire shareholding of the promoter(s) in the company has been frozen.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India and other regulatory authorities for their consistent support and cooperation. Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication. Your Directors are also deeply grateful to the Members for the confidence and faith thatthey have always placed in the Company.