Ksolves India Limited — AGM Information 2023

Jul 1, 2023

Date: July 01, 2023

To

Listing Compliance Listing Compliance National Stock Exchange of India Ltd. The Bombay Stock Exchange Limited, Exchange Plaza, Plot no. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (E) Dalal Street, Mumbai – 400051 Mumbai – 400 001.

Subject : Notice of 9[th] Annual General Meeting of the company.

Scrip Code : KSOLVES; ISIN: INE0D6I01015

Dear Sir/Madam

Notice is hereby given that the 9[th] Annual General Meeting (9[th] AGM) of the members of the company is scheduled to be held on Sunday, July 23, 2023 at 11:00 a.m. (IST) through Video Conferencing (VC')/Other AudioVisual Means (“OAVM’').

Further, Pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 15, 2023 to Sunday, July 23, 2023 (both days inclusive) .

Further, Pursuant to Section 108 of The Companies Act, 2013 read with Rule 20 of The Companies (Management and Administration) Rules, 2014 as amended the cut-off date for determining the eligibility for remote e-voting shall be Friday, July 14, 2023.

Further, Pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the remote e-voting facility to members shall commence with effect from Thursday, July 20, 2023 at 9:00 a.m. and ends on Saturday, July 22, 2023 at 5:00 p.m. (IST).

This is for your information and records.

For Ksolves India Limited

Digitally signed by MANISHA MANISHA KIDE KIDE Date: 2023.07.01 19:19:23 +05'30'

Manisha Kide

Company Secretary & Compliance Officer

==> picture [562 x 89] intentionally omitted <==

==> picture [562 x 89] intentionally omitted <==

==> picture [562 x 88] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 9th (Ninth) Annual General Meeting (“AGM”) of the Members of Ksolves India Limited will be held on Sunday, the 23rd day of July 2023 at 11:00 A.M. (IST) through Video Conferencing (VC) to transact the following business:

ORDINARY BUSINESS

1.

To consider and adopt the audited standalone financial statements and audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors (“the Board”) and auditors thereon.

Declaration of Dividend 2.

To Declare a final Dividend of Rs.8 per share on equity shares of the company for Financial Year 2022-23.

3. Appointment of Ms. Deepali Verma (DIN: 05329336) as a Director, who is liable to retire by rotation

To appoint Ms. Deepali Verma (DIN: 05329336) as a Director, who retires by rotation and being eligible, offers herself for reappointment.

4. SPECIAL BUSINESS

To approve revision and payment of remuneration to Mr. Ratan Kumar Srivastava (DIN: 05329338) as Chairman and Managing Director of the company

To consider and, if thought fit, pass the following resolution as an ORDINARY RESOLUTION:

" RESOLVED THAT in modification of resolution passed in this regard by the members of the Company at 7th Annual General Meeting held on April 29, 2020 and pursuant to the provisions of Section 196, 197, 198, 200 read with ScheduleV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment/modification or enactment thereof for the time being in force), the Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee

and the Board of Directors, subject to such necessary approval(s), consent(s) or permission(s), as may be required, approval of the members be and is hereby given to revise the remuneration payable to Mr. Ratan Kumar Srivastava (DIN: 05329338) as Chairman and Managing Director of the company on the terms and

conditions as hereinafter mentioned effective from 1st July,2023 and valid for the remaining tenure.

RESOLVED FURTHER THAT the remuneration payable to Mr. Ratan Kumar Srivastava, Chairman and Managing Director of the company with effect from July 01, 2023 shall be as under:

RESOLVED FURTHER THAT Consolidated salary of Rs. 1,02,00,000/- (Rupees One Crore two Lakhs Only) per annum which includes performance-based pay, allowances, and perquisites as may be drawn, with the authority to the Board of Directors to fix the salary within the said maximum limit from time to time including the various components of such salary.”

RESOLVED FURTHER THAT the above remuneration shall be subject to modification, as may be deemed fit by the Board from time to time and subject to the limits and stipulations prescribed by the Companies Act, 2013 read with Schedule V thereto, and/or any guidelines prescribed by the Government from time to time.”

RESOLVED FURTHER THAT in the event of loss or the profits made are inadequate as determined under Section 198 of the Act, in any financial year during the currency of the tenure of Mr. Ratan Kumar Srivastava, the Board of Directors be and is hereby authorised to pay aforesaid remuneration, but only upon the approval of shareholders in the manner as may be prescribed.

RESOLVED FURTHER THAT except for the aforesaid revision in salary, all other terms and conditions of his appointment as Managing Director of the Company, as approved by the resolution passed at the 7th Annual General Meeting of the Company held on April 29, 2020 shall remain unchanged.

RESOLVED FURTHER THAT the Ms. Deepali Verma, Whole-time Director of the Company, be and is hereby authorized to do all such acts, deeds and things as may be

necessary, proper, expedient or incidental or for signing of e-forms to be filed with the registrar of companies, for giving effect to this resolution as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard including power to sub-delegate, in order to give effect to this resolution.

By order of the Board of Directors for Ksolves India Limited

Sd/Manisha Kide Company Secretary M. No: A60275

Date: July 01, 2023 Place: Noida

Notes and e-voting instructions:

1. Relevant details in respect of Director seeking re-appointment at the AGM, in terms of Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Clause 1.2.5 of Secretarial Standard – 2 on General Meetings is also annexed to this notice.

2. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 and further circular issued in this context thereafter, the forthcoming AGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Bigshare Services Private Limited (Bigshare) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member will be provided by Bigshare.

4. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis

5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

6. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

==> picture [161 x 92] intentionally omitted <==

7. Since the next Annual General Meeting will be conducted through VC/OAVM, the route map is not attached to the Notice.

8. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020, dated April 13, 2020, the Notice calling the AGM has been uploaded on the Company’s website at www.ksolves.com . The Notice can also be accessed from the websites of the Stock Exchange, i.e., National Stock Exchange of India Limited at www.nseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility, i.e., https://ivote.bigshareonline.com/landing

9. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

10. In view of the outbreak of the COVID-19 pandemic, resultant difficulties involved in dispatching of physical copies of the Annual Report and in line with the said Circulars issued by the MCA and said SEBI Circular, the Annual Report including Notice of the 9th AGM of the Company inter alia indicating the process and manner of e-voting is being sent only by Email, to all the Shareholders whose Email IDs are registered with the Company/ Depository participant (s) for communication purposes to the Shareholders and to all other persons so entitled. Further, in terms of the applicable provisions of the Act, SEBI Listing Regulations read with the said Circulars issued by MCA and said SEBI Circular, the Annual Report including Notice of the 9th AGM of the Company will also be available on the website of the Company at www.ksolves.com. The same can also be accessed from the website of the Stock Exchange i.e. NSE at www.nseindia.com and BSE at https://www.bseindia.com/ respectively and on the website of Bigshare i.e. https://ivote.bigshareonline.com/landing

11. Brief Resume of the Director(s) seeking re-appointment, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015} and Secretarial Standard on General Meeting (SS-2) as amended issued by the Institute of Company Secretaries of India (ICSI) is annexed hereto and forms part of Notice.

12. Members joining the meeting through VC who have not already cast their vote by means of remote e-voting shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

==> picture [161 x 92] intentionally omitted <==

13. Members seeking any information with regard to the accounts or any matter to be placed at the AGM or who would like to ask questions or registered themselves as Speaker, are requested to write to the Company mentioning their name demat account number/folio number, email id, mobile number at cs@ksolves.com on or before July 14, 2023 so as to enable the management to keep the information ready. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

14. Members holding the shares in dematerialized form are requested to notify immediately, the information regarding change of address and bank particulars to their respective Depository Participant.

15. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode.

16. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 15 , 2023 to Sunday, July 23, 2023 (both days will be inclusive).

VOTING THROUGH ELECTRONIC MEANS:

17. In terms of the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 (as amended from time to time) and Regulation 44 of the SEBI Listing Regulations and the said Circulars, the Company is pleased to provide the facility of “e-voting” to its Shareholders, to enable them to cast their votes on the resolutions proposed to be passed at the AGM, by electronic means. The instructions for e-voting are given herein below. The Company has engaged the services of Bigshare Services Private Limited, who will provide the e-voting facility of casting votes to a Shareholder using remote e-voting system (e-voting from a place other than venue of the AGM) (“remote e-voting”) as well as e-voting during the proceeding of the AGM (“e-voting at the AGM”).

Further, in accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Friday, July 14 , 2023 as the “cut-off date” to determine the eligibility to vote by remote e-voting or e-voting at the AGM.

18. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. Friday, July 14 , 2023, shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. Only those Shareholders, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.

19. THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

• i. The voting period begins on Thursday, July 20, 2023 at 9:00 a.m IST and ends on Saturday, July 22, 2023 at 5:00 p.m. IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, July 14, 2023 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

• ii. Voting shall not be open except for above mentioned schedule.

• ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

• 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

==> picture [161 x 92] intentionally omitted <==

1. Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders	Users who have opted for CDSL Easi / Easiest facility, can login through
holding securities in	their existing user id and password. Option will be made available to
Demat mode with CDSL	reach e-Voting page without any further authentication. The URL for
	users to login to Easi / Easiest are
	https://web.cdslindia.com/myeasi/home/login orvisit www.cdslindia.com
	and click on Login icon and select New System Myeasi.
	After successful login the Easi / Easiest user will be able to see the
	e-Voting option for eligible companies where the evoting is in progress as
	per the information provided by company. On clicking the evoting option,
	the user will be able to see e-Voting page of BIGSHARE the e-Voting service
	provider and you will be re-directed to i-Vote website for casting your vote
	during the remote e-Voting period or joining virtual meeting & voting during
	the meeting. Additionally, there is also links provided to access the
	system of all e-Voting Service Providers i.e. BIGSHARE, so that the user
	can visit the e-Voting service providers’ website directly.
	If the user is not registered for Easi/Easiest, option to register is available
	athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	Alternatively, the user can directly access e-Voting page by providing
	Demat Account Number and PAN No. from a link� www.cdslin-
	dia.com home page. The system will authenticate the user by sending
	OTP on registered Mobile & Email as recorded in the Demat Account.
	After successful authentication, user will be able to see the e-Voting
	option where the evoting is in progress, and also able to directly access
	the system of all e-Voting Service Providers. Click on BIGSHARE and you
	will be re-directed to i-Vote website for casting your vote during the
	remote e-voting period.
	If you are already registered for NSDL IDeAS facility, please visit the
Individual Shareholders	e-Services website of NSDL. Open web browser by typing the following
holding securities in	URL:https://eservices.nsdl.comeither on a Personal Computer or on a
Demat mode with CDSL	mobile. Once the home page of e-Services is launched, click on the
	“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
	section. A new screen will open. You will have to enter your User ID and
	Password. After successful authentication, you will be able to see
	e-Voting services. Click on “Access to e-Voting” under e-Voting services
	and you will be able to see e-Voting page. Click on company name or
	e-Voting service provider name BIGSHARE and you will be re-directed
	to i-Vote website for casting your vote during the remote e-Voting
	period or joining virtual meeting & voting during the meeting.
	If the user is not registered for IDeAS e-Services, option to register is
	available athttps://eservices.nsdl.com.Select “Register Online for
	IDeAS “Portal or click athttps://eservices.nsdl.com/SecureWeb/Ideas-
	DirectReg.jsp

Type of shareholders	Login Method
	Visit the e-Voting website of NSDL. Open web browser by typing the
	following URL:https://www.evoting.nsdl.com/either on a Personal
	Computer or on a mobile. Once the home page of e-Voting system is
	launched, click on the icon “Login” which is available under ‘Sharehold-
	er/Member’ section. A new screen will open. You will have to enter
	your User ID (i.e. your sixteen digit demat account number hold with
	NSDL), Password/OTP and a Verification Code as shown on the screen.
	After successful authentication, you will be redirected to NSDL Deposi-
	tory site wherein you can see e-Voting page. Click on company name
	or e-Voting service provider name BIGSHARE and you will be redirect-
	ed to i-Vote website for casting your vote during the remote e-Voting
	period or joining virtual meeting & voting during the meeting
	You can also login using the login credentials of your demat account
Individual Sharehold-	through your Depository Participant registered with NSDL/CDSL for
ers (holding securi-	e-Voting facility. After Successful login, you will be able to see e-Voting
ties in demat mode)	option. Once you click on e-Voting option, you will be redirected to
login through their	NSDL/CDSL Depository site after successful authentication, wherein you
Depository	can see e-Voting feature. Click on company name or e-Voting service
Participants	provider name and you will be redirected to e-Voting service provider
	website for casting your vote during the remote e-Voting period or
	joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Sharehold-	Members facing any technical issue in login can contact CDSL helpdesk
ers holding securities in Demat mode with	by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
CDSL
Individual Sharehold-	Members facing any technical issue in login can contact NSDL helpdesk
ers holding securities	by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800
in Demat mode with	1020 990 and 1800 22 44 30
CDSL

==> picture [161 x 92] intentionally omitted <==

2.[Login method for e-Voting for shareholder other than individual ] shareholders holding shares in Demat mode & physical mode is given

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN ’ section to Login on E-Voting Platform.

• Please enter you ‘ USER ID ’ (User id description is given below) and ‘ PASSWORD ’ which is shared separately on you register email id.

• Shareholders holding shares in CDSL demat account should enter

• as user id.

• Shareholders holding shares in NSDL demat account should enter 8

• Character DP ID followed by 8 Digit Client ID as user id

• Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE: If Shareholders are holding shares in demat form and have registered on to e-Voting system of h ttps://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

Enter “ User ID ” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

==> picture [161 x 92] intentionally omitted <==

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• Cast your vote by selecting an appropriate option “I N FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website

You are requested to launch the URL on internet browser:

• https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

Enter all required details and submit.

• After Successful registration, message will be displayed with “ User id and password will be sent via email on your registered email id”.

NOTE: If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

==> picture [161 x 92] intentionally omitted <==

Voting method for Custodian on i-Vote E-voting portal:

After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

Note: The power of attorney (POA) or board resolution has to be named as the “InvestorID.pdf” (Mention Demat account number as Investor ID.)

Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

Select the Event under dropdown option.

Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ”

Helpdesk for queries regarding e-voting:

Login type

Helpdesk details

Shareholder‘s other than individual shareholders holding shares in Demat mode & Physical mode.

In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com , under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

4. Procedure for joining the AGM/EGM through VC/ OAVM

For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• The Members may attend the AGM through VC/ OAVM at https://ivote.bigshareonline.com under Investor login by using the e-voting credentials (i.e., User ID and Password).

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to attend the AGM/EGM under the dropdown option.

• For joining virtual meeting, you need to click on “ VC/OAVM ” link placed beside of “ VIDEO CONFERENCE LINK ” option.

• Members attending the AGM/EGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

The instructions for Members for e-voting on the day of the AGM/EGM are as under:-

• The Members can join the AGM/EGM in the VC/ OAVM mode 15 minutes before the scheduled time of the commencement of the meeting. The procedure for e-voting on the day of the AGM/EGM is same as the instructions mentioned above for remote e-voting.

• Only those members/shareholders, who will be present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM/EGM.

• Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the AGM/EGM.

==> picture [161 x 92] intentionally omitted <==

Helpdesk for queries regarding virtual meeting:

In case shareholders/ investor have any queries regarding virtual meeting, you may refer the Frequently Asked Questions (‘FAQs’) available at https://ivote.bigshareonline.com , under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

The board of directors has appointed Mr. Arpit Gupta (Membership No. - 421544), Practicing Chartered Accountants, Partner of M/s A Y & Company (Formerly Known as M/s Arpit R Gupta & Company) (404, Fourth Floor, ARG Corporate Park, Ajmer Road, Gopalbari Jaipur-302006, Rajasthan, India) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.

The Scrutinizer shall after the conclusion of voting at the general meeting will first count the ‐ votes cast at the meeting and thereafter unblock the votes cast through remote e voting in the presence of at least two witnesses not in the employment of the company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any to the chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.ksolves.com and on the website of Bigshare immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to Stock Exchange.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)

The members are requested to consider and, if thought fit, approve the revision and payment of remuneration to Mr. Ratan Kumar Srivastava, as Chairman and Managing Director of the company.

The members at the 7th AGM held on April 29, 2020 approved maximum remuneration of Rs.4,00,000/- (Rupees Four Lakh Only) per annum payable to Mr. Ratan Kumar Srivastava in his capacity as Managing Director.

Subsequent to that, On November 2020, Considering the situation of pandemic, Mr. Ratan Kumar Srivastava voluntarily waived off to take the remuneration for the further period of two years, till November 2022 and has not been withdrawing the remuneration till the date of 9th Annual General Meeting.

Based on his performance and growth of the company under his leadership, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, at their meeting held on June 30, 2023, approved increase in the remuneration payable to Mr. Ratan Kumar Srivastava, as Managing Director of the Company as proposed in the resolution in Item No. 4 of the Notice, and hereby recommend it for your approval as ORDINARY RESOLUTION.

The proposed remuneration is based on Industry Standards and the role and responsibilities of Mr. Ratan Kumar Srivastava Managing Director of the Company.

Accordingly, approval of the Members is sought pursuant to the provisions of Section 196, 197, 198, 200 read with Schedule V and other applicable provisions, if any, of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company.

Accordingly, the Board recommends the Ordinary Resolution as set out at Item No. 4 of this Notice, for the approval of the members. Except Mr. Ratan Kumar Srivastava, none of the Directors or Key Managerial Personnel of the Company or their relatives are in any way, deemed to be concerned or interested, financially or otherwise, in the said resolution.

Additional information on directors recommended for appointment/re-appointment or having alteration in terms of appointment at the Annual General Meeting as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards is provided as Annexure-II to the Notice of 9th Annual General Meeting.

Annexures to Notice of AGM

Annexure - I

Additional information on directors recommended for appointment/re-appointment or having alteration in terms of appointment at the Annual General Meeting as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards.

==> picture [494 x 576] intentionally omitted <==

----- Start of picture text -----

Resolution No. 3
Name of the Director Ms. Deepali Verma
Director Identification 05329336
Number (DIN)
Age 44
Date of Appointment at 29th April, 2020
current designation
Qualifications Master of Commerce
Experience (including Brief Profile of Ms. Deepali Verma is given the ‘Board of Directors’
expertise in specific section of Annual Report.
functional area) / Brief
Resume
Terms and conditions Whole-time Director, remuneration applicable as per Section
of appointment / 197 of companies Act 2013.
re-appointment
Remuneration proposed to be paid --
Names of listed entities in
which the person also
Nil
holds the directorship in
other Companies
Chairmanship/ Membership
of Committees in other
companies in Nil
which position of Director
is held Nil
Shareholding in the
32,16,400 equity shares
Company
Relationship with Other
Directors, Manager and
Wife of Mr. Ratan Kumar Srivastava, Managing Director of the Company
other Key Managerial
Personnel of the company.
----- End of picture text -----

The number of Meetings of the Board attended/held 6/6 during the FY 2022-23 i.e, upto 31st March, 2023

Annexures to Notice of AGM

Annexure - II

Additional information on directors recommended for appointment/re-appointment or having alteration in terms of appointment at the Annual General Meeting as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards.

==> picture [494 x 631] intentionally omitted <==

----- Start of picture text -----

Resolution No. 4
Name of the Director Mr. Ratan Kumar Srivastava
Director Identification 05329338
Number (DIN)
Age 44
Date of Appointment at 29th April, 2020
current designation
Qualifications Bachelor of Technologies – Computer Science & Engineering
Brief Profile of Mr. Ratan Kumar Srivastava is given the
Experience (including
‘Board of Directors’ section of Annual Report.
expertise in specific
functional area) / Brief
Resume
Terms and conditions Chairman cum Managing Director, remuneration applicable
of appointment / as per Section 197 of companies Act 2013
re-appointment
Remuneration proposed
Rs. 1,02,00,000/- per annum.
to be paid
Names of listed entities in
which the person also
Nil
holds the directorship in
other Companies
Chairmanship/ Membership
of Committees in other
companies in Nil
which position of Director
is held Nil
Shareholding in the
37,72,000 equity shares
Company
Relationship with Other
Directors, Manager and
Husband of Ms. Deepali Verma, Whole-time Director of the Company
other Key Managerial
Personnel of the company.
The number of Meetings of
the Board attended/held
6/6
during the FY 2022-23 i.e,
upto 31st March, 2023
----- End of picture text -----