Ksolves India Limited — AGM Information 2025

Sep 5, 2025

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Date: September 05, 2025

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 11[th] Annual General Meeting of the company.

Scrip Code:543599, SYMBOL: KSOLVES; ISIN: INE0D6I01023

Dear Sir/Madam

Notice is hereby given that the 11[th] Annual General Meeting (11[th] AGM) of the members of the company is scheduled to be held on Saturday, September 27, 2025 at 11:00 a.m. (IST) through Video Conferencing (VC')/Other Audio-Visual Means (“OAVM’').

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 Saturday, September 27, 2025.

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 Wednesday, September 24, 2025 at 9:00 a.m. and ends on Friday, September 26, 2025 at 5:00 p.m. (IST).

Enclosed herewith the Notice of 11[th] AGM of the company.

This is for your information and records.

For Ksolves India Limited

MANISHA Digitally signed by MANISHA KIDE KIDE Date: 2025.09.05 19:57:42 +05'30'

Manisha Kide Company Secretary & Compliance Officer

Ksolves India Limited (Formerly known as Ksolves India Private Limited)

Registered. Office.: 317/276-Second floor, Lane No.3, Mehrauli Road, Saidulajab, Saket, New Delhi-110030, Corporate Office: C-28,29, Second floor, C-Block, Smartworks, Tower -D, Logix Cyber Park, Sector 62, Noida, UP - 201301 Telephone No: 0120-4983851 Email Id: cs@ksolves.com Website: www.ksolves.com

CIN: L72900DL2014PLC269020

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Notice of Annual General Meeting

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Ordinary Business

1. To receive, consider and adopt the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon.

2.

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Deepali Verma (DIN: 05329336), who retires by rotation at this meeting,be and is hereby appointed as a Director of the Company.”

Special Business

3. Appointment of Secretarial Auditors of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to Regulation 24A and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation(s) of the Audit Committee and the Board of Directors, MSV & Associates, Practicing Company Secretaries (Firm Registration No. P2018RJ071900), be and are hereby appointed as the Secretarial Auditors of the Company, for a term of five (5) consecutive years with effect from Financial Year 2025-26 to Financial Year 2029-30, at such remuneration plus applicable taxes and out-of-pocket expenses, as mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

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4. Re-appointment of Ms. Varsha Choudhry (DIN: 08969362) a s an Independent Dir ector of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or reenactment(s) thereof for the time being in force] and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Ms. Varsha Choudhry (DIN: 08969362), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from March 01, 2021 to to February 28, 2026 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given her consent along with a declaration that she meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from March 01, 2026 to February 28, 2031 (both days inclusive).

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

5. Re-appointment of Mr . Varun Sharma (DIN: 09132886) a s an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or reenactment(s) thereof for the time being in force] and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mr. Varun Sharma (DIN: 09132886), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from April 27, 2021 to April 25, 2026 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from April 26, 2026 to April 25, 2031 (both days inclusive).

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“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”.”

6. Amendment to the Ksolves Employee Stock Option Scheme-II (KSOS-II) – Extension of Exercise Period

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT , pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”), the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary, consent of the shareholders be and is hereby accorded to amend the existing Ksolves Employee Stock Option Scheme- II (KSOS-II), as approved by the shareholders on July 28, 2024 to provide for an extension of the exercise period of vested stock options in such manner as detailed in the explanatory statement annexed hereto.

RESOLVED FURTHER THAT, the amended Scheme (with the revised terms related to the extended exercise period) shall be implemented and administered by the Nomination and Remuneration Committee (NRC), in accordance with the applicable laws and regulations.

RESOLVED FURTHER THAT, the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include the Nomination and Remuneration Committee), be and is hereby authorised to do all such acts, deeds, matters, and things as may be necessary or expedient to give effect to this resolution, including making necessary filings with the Stock Exchanges, amending the Scheme document, issuing revised grant letters, and to settle any questions, difficulties, or doubts that may arise in this regard, without further referring the matter to the shareholders.”

By order of the Board of Directors for Ksolves India Limited

Sd/-

Manisha Kide

Company Secretary and Compliance Officer

M.No: A6027 5

Date: September 04, 2025 Place: Noida

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Notes and e-voting instructions:

1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

3. 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 1000 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 AGM without restriction on account of first come first served basis

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

5. 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) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time 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 National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL.

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1. 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 website of the Company at www.ksolves.com The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

2. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Wednesday, September 24, 2025 at 09:00 A.M. and ends on Friday, September 26, 2025 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Saturday, September 20, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 20, 2025.

How do I vote electronically using NSDL e- Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

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Login method for Individual sha reholders holding securities in demat mode is giv en below:

Type of shareholders Individual Shareholders holding securities in demat mode with NSDL.

Login Method 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp . You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. 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 ‘Shareholder/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

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and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. 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 the e-Voting service provider 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, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the userby 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.

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Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL 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 Shar eholders holding securities in dema t mode for any technical issues r elated to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-22-5533

B) Login Method for e-Voting and joining vir tual meeting for shareholders other than Individua l shareholders holding securities in dema t mode and shareholders holding securities in ph ysical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or Your User ID is: CDSL) or Physical a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who hold shares in demat 16 Digit Beneficiary ID account with CDSL. For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in Physical EVEN Number followed by Folio Number Form. registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

5. Password details for shareholders other than Individual shareholders are given below:

• a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c. How to retrieve your ‘initial password’?

• i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids a re not registered.

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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a. Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b. Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines f or shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csviveksharma9@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at https://www.evoting.nsdl.com/

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@ksolves.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shar eholders holding securities in dema t mode.

2. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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The instructions f or members for e-voting on the day of the AGM are as under:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM 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.

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

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotte ~~n~~ the User ID and Password may retrieve the same by following the remote e-Voting instructions mentione ~~d~~ in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid an ~~y~~ disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It i ~~s~~ therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@ksolves.com The same will be replied by the company suitably.

Shareholders who wish to speak at the Annual General Meeting (AGM) are requested to register themselves by sending an email to cs@ksolv es.com no later than September 20th, 2025.

The email should include the following details:

• Name of the shareholder

• Demat Account Number

• Number of shares held

• Any questions, suggestions, or comments they wish to raise during the AGM

Shareholders are encouraged to submit their queries in advance to help ensure the meeting proceeds efficiently and all concerns are appropriately addressed.

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Explanatory Statement to the Notice of the 11th Annual General Meeting:

Item No. 3:

Pursuant to the provisions of Section 204 and other applicable provisions of the Act, if any, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, every listed company is required to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in Practice. Further, pursuant to Regulation 24A of the SEBI Listing Regulations, as amended from time to time, every listed entity shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and the appointment of such Secretarial Auditor shall be approved by the Members of the Company at the Annual General Meeting. The Board of Directors of the Company, at its meeting held on May 03, 2025, on the recommendation(s) of the Audit Committee has, after considering and evaluating various proposals and factors such as independence, industry experience, technical skills, audit team, quality of audit reports, etc. recommended the appointment of MSV & Associates as the Secretarial Auditors of the Company, to the Members at the ensuing AGM for a term of five (5) consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members, at a remuneration of Rs.1,00,000/- plus applicable taxes and out-of-pocket expenses for FY 2026 and for subsequent years(s) of their term, such fees as mutually agreed between the Board of Directors and the Secretarial Auditors. MSV & Associates is a well-known firm of Practising Company Secretaries and based in Jaipur. Renowned for its commitment to quality and precision, the firm has been Peer Reviewed and Quality Reviewed by the ICSI, ensuring the highest standards in professional practices.

MSV & Associates is a firm of Company Secretaries, Jaipur (Rajasthan), which is known by its professionals who are immensely experienced and have vast knowledge base, expertise and exposure in corporate laws, Corporate Restructuring, Initial Public Offers, all kinds of compliances under Companies Act, Listing Agreements & Regulation, SEBI matters, Taxation matters, corporate advisory, and management consultancy. As required under the SEBI Listing Regulations, MSV & Associates holds a valid certificate issued by the Peer Review Board of ICSI. MSV & Associates has consented to its appointment as Secretarial Auditors of the Company. They have confirmed that they do not incur any disqualification specified under SEBI Circular No. SEBI/HO/CFD/ CFDPoD/CIR/P/2024/185 dated December 31, 2024 and that their appointment, if made, shall be in accordance with Section 204 and other applicable provisions of the Act, rules framed thereunder and the applicable provisions of the SEBI Listing Regulations.

The Board commends the Ordinary Resolution set out at It em No. 3 of the accompanying Notice for approval of the Members of the Company.

None of the Directors or Key Managerial Personnel (‘KMP’) of the Company and their respective relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item No. 3 of the accompanying Notice.

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Item No. 4:

Ms. Varsha Choudhry (DIN: 08969362) is currently an Independent Director of the Company, Member of the Nomination and Remuneration Committee, Member of the Audit Committee and Member of Corporate Social Responsibility Committee. Ms. Choudhry was appointed as an Independent Director of the Company by the Members at the 7th Annual General Meeting of the Company held on May 29, 2021 for a period of five (5) consecutive years commencing from March 01, 2021 upto February 28, 2026 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company. The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and based on the performance evaluation has recommended to the Board that Ms. Choudhry’s qualifications and the rich experience in the areas of finance, taxation management and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company. Based on the recommendation of the NRC, the Board of Directors at its Meeting held on September 04, 2025, has proposed the re-appointment of Ms. Choudhry as an Independent Director of the Company for a second term of five (5) consecutive years commencing from March 01, 2026 upto February 28, 2031, (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

The Board is of the opinion that Ms. Choudhry continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in her role as an Independent Director of the Company and her continued association would be of immense benefit to the Company. The Company has received a declaration from Ms. Choudhry confirming that she continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of the SEBI Listing Regulations, She has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge his duties. She has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies. Further, she has confirmed that she is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director in terms of Section 152 of the Act, subject to reappointment by the Members. She has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’). She has cleared the online proficiency self-assessment test conducted by IICA. In the opinion of the Board, Ms. Choudhry fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and is independent of the Management. The terms and conditions of her re-appointment are uploaded on the website of the Company at www.ksolves.com and will also be available for inspection by the Members. Members who wish to inspect the same can send a request to the e-mail address mentioned in the Notes to the Notice. In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Ms. Choudhry as an Independent Director is now placed for the approval of the Members by a Special Resolution.

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The Board commends the Special Resolution set out in Item No. 4 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Ms. Choudhry and her relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the accompanying Notice. Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’) are annexed to this Notice.

Item No. 5:

Mr. Varun Sharma (DIN: 09132886) is currently an Independent Director of the Company, Member of the Stakeholders Relationship Committee and Chairman of the Audit Committee. Mr. Sharma was appointed as an Independent Director of the Company by the Members at the 7th Annual General Meeting of the Company held on May 29, 2021 for a period of five (5) consecutive years commencing from April 27, 2021 upto April 25, 2026 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company. The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation has recommended to the Board that Mr. Sharma’s qualifications and the rich experience in the areas of finance, business and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company. Based on the recommendation of the NRC, the Board of Directors at its Meeting held on September 04, 2025, has proposed the re-appointment of Mr. Sharma as an Independent Director of the Company for a second term of five (5) consecutive years commencing from April 26, 2026 upto April 25, 2031, (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

The Board is of the opinion that Mr. Sharma continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his continued association would be of immense benefit to the Company. The Company has received a declaration from Mr. Sharma confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of the SEBI Listing Regulations, He has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies. Further, he has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

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He has cleared the online proficiency self-assessment test conducted by IICA. In the opinion of the Board, Mr. Sharma fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and is independent of the Management. The terms and conditions of her re-appointment are uploaded on the website of the Company at www.ksolves.com and will also be available for inspection by the Members. Members who wish to inspect the same can send a request to the e-mail address mentioned in the Notes to the Notice. In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mr. Sharma as an Independent Director is now placed for the approval of the Members by a Special Resolution.

The Board commends the Special Resolution set out in It em No. 5 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Ms. Choudhry and her relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the accompanying Notice. Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’) are annexed to this Notice.

Item No.6:

The Company had instituted the Ksolves Employees Stock Option Scheme- II (KSOS-II) in accordance wit ~~h~~ the applicable laws to attract, retain, and motivate employees by offering them an opportunity to participat ~~e~~ in the long-term growth and financial success of the Company.

Based on industry practices and feedback received from stakeholders, the Nomination and Remuneration Committee (NRC) has recommended amending the Scheme to extend the exercise period for vested stock options in certain cases, including but not limited to resignation, retirement, or cessation of employment.

The key amendment proposed is:

• Extension of the exercise period from One (1) year to Three (3) years (or as specifically detailed in the amended Scheme document), subject to applicable laws and approvals.

There are no changes proposed to the quantum of options, vesting schedule, or other core provisions of the Scheme. A copy of the amended Scheme, with marked changes, is available for inspection at the Company’s registered office and on its website.

As per Regulation 6(1) of the SEBI SBEB & SE Regulations, any variation to the terms of the ESOP Scheme that is not detrimental to the interests of existing employees requires shareholder approval.

The Board commends the Special Resolution set out in It em No. 6 of the accompanying Notice for approval

of the Members.

None of the Directors, Key Managerial Personnel (KMP), or their relatives is in any way concerned or interested in the resolution, except to the extent of their entitlement, if any, under the Scheme.

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Annexures to Notice of AGM

Annexure-A

Additional information on directors recommended for 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.

Resolution No.	3	4	5
Name of the Director	Ms. Deepali Verma	Ms. Varsha Choudhry	Mr. Varun Sharma
Director Identification Number (DIN)	05329336	08969362	09132886
Date of Birth	10/04/1979	01/07/1981	12/01/1982
Age	46	44	43
Date of First Appointment at current designation	29thApril, 2020	May 29, 2021	May 29, 2021
Date of Re-appointment	October 01, 2024	March 01, 2026	April 28, 2026
Qualifications	Provided in Annexure-B	Provided in Annexure-B	Provided in Annexure-B
Experience (including expertise in specific functional area) / Brief Resume.	Provided in Annexure-B	Provided in Annexure- B	Provided in Annexure-B
Nature of expertise in specific functional area/skills and capabilities	As specified in Corporate Governance Report	As specified in Corporate Governance Report	As specified in Corporate Governanc Report
Terms and conditions of re-appointment with details of remuneration to be paid	Re-appointed as Whole-time Director.	Re-appointed as an Independent Director with the such remuneration and terms and condition as mentioned in this Notice.	Re-appointed as an Independent Director with the such remuneration and terms and condition as mentioned in this notice.
Last Drawn Remuneration	Rs. 1,00,00,000/- per annum	Shall be eligible for the following: a) Siting fees for attending meetings of the Board or committee thereof or for any other purpose whatsoever as may be decided by the Board; b) Reimbursement of expenses for participation in the Board and other meetings.	Shall be eligible for the following: a) Siting fees for attending meetings of the Board or committee thereof or for any other purpose whatsoever as may be decided by the Board; b) Reimbursement of expenses for participation in the Board and other meetings.
Names o~~f~~ listed entities in which the person also holds the directorship in other Companies	Nil	Nil	Nil
Chairmanship/ Membership of Committees in companies in which position of Director is held	Chairmanship-1 Membership-1	Chairmanship-Nil Membership-3	Chairmanship-1 Membership-1
Listed entities from which proposed appointee has resigned as Director in past 3 years	NA	NA	NA
Shareholding in the company.	64,32,798 equity shares	Nil	Nil
RelationshipwithOther Directors, Manager and other Key Managerial Personnel of the company.	Wife of Mr. Ratan Kumar Srivastava,Managing Director of the Company	NA	NA
The number of Meetings of the Board attended/held during the FY 2024-25 i.e, upto 31st March, 2025	9/9	8/9	7/9

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Annexure-B

Brief profile of Directors seeking re-appointment at the 11th Annual General Meeting to be held on September 27, 2025

1. Mrs. Deepali Verma, is the Whole Time Director and also the Promoter of our Company. She holds degree in Master of Commerce. She is having experience of more than 10 years in IT industry. She is involved in the business right from the conceptualization stage to the execution stage like planning and monitoring all the activities.

• 2 . Ms. Varsha Choudhry, is a qualified Chartered Accountant (November 2007) with over 17 years of diverse experience spanning corporate finance leadership and professional practice. Her expertise covers financial management, audits, taxation, GST, compliance, risk management, and corporate governance across multiple industries including hospitality, retail, and services.

• She began her career with Domino’s India (Jubilant FoodWorks Ltd.) as Assistant Manager – Accounts, followed by senior finance leadership roles in the hospitality sector with Fortune Hotels (ITC Group), IHHR Hospitality, The Park Hotels, and The Leela Palace, New Delhi. In these roles, she was responsible for financial reporting, internal controls, budgeting, taxation, audits, and statutory compliance, along with managing multi-location finance teams.

Since May 2020, she has been in independent practice as a Chartered Accountant, running her proprietorship firm Varsha Choudhry & Co. Her practice specializes in audits, assurance, GST, taxation, certifications, forensic reviews, and advisory services to corporates, firms, and individuals.

She brings with her a balanced blend of corporate boardroom exposure and independent professional practice, making her well-placed to contribute to boards in areas of financial oversight, governance, compliance monitoring, risk management, and stakeholder confidence.

As an Independent Director, she is committed to upholding the highest standards of integrity, transparency, and accountability, and ensuring the company’s growth in alignment with regulatory requirements and shareholder interests.

3 . Prof. Varun Sharma is an Assistant Professor of Finance at Indiana University (Kelley School of Business). He holds a Ph.D. in Finance from London Business School (LBS) and he is also a CFA charter holder. Varun's research explores AI, financial markets, and climate finance. His research has been recognized with prestigious awards and has featured in leading media outlets. Before academia, Varun had a successful career in management consulting. He served as a Senior Manager/Associate Director at PwC’s Risk Advisory practice in London. With over a decade of experience, Varun specializes in risk management and he has provided strategic insights on financial risk and regulatory compliance to Fortune 500 banks and financial institutions.