Kalpa Commercial Ltd Directors Report

To,

The Members,

Kalpa Commercial Limited

1st Floor, 984, Pocket C,

IFC Ghazipur,

Delhi - 110 096 IN.

The Directors have pleasure in submitting their 40th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Amt.in "Lakhs")

Details	Year ended 31. 03.2025	Year ended 31.03.2024
Total Revenue	281.28	156.50
Expenditure	592.52	177.64
Depreciation	-	-
Exceptional Items	-	-
Profit/(Loss) before Tax	(273.63)	(20.20)
Tax Expense	-	-
Profit/(Loss) after Tax	(273.63)	(20.20)

2. REVIEW OF OPERATIONS

During the year under review, your Company has reported revenue of Rs. 281.28 lakhs from operations Financial Year 2024-25 as against the Rs. 156.50 Lakhs revenue of Last year.

3. DIVIDEND

No dividend was declared for the Financial Year ended 31st March, 2025 by the Board of Directors.

4. DIVIDEND DISTRIBUTION POLICY

"In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not among the top 1000 listed entities and has therefore not maintained a Dividend Distribution Policy.

5. GENERAL RESERVES

During the year under review, no amount was transferred to general reserves.

6. DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

7. SUBSIDIARIES

The Company is not having any subsidiary company.

8. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) DIRECTORS

Name of Director	Director Identification Number (DIN)	Designation	Category
Mr. Ishant Malhotra	06459062	Managing Director	Executive Director
Mr. Shivam Kumar	08436589	Independent Director	Non-Executive Director
Mrs. Shivani	09426134	Independent Director	Non-Executive Director
Mr. Love Kumar	10180176	Independent Director	Non-Executive Director

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

ii) BOARD AND COMMITTEE MEETINGS

a) BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business Policy and Strategy apart from other Board business. The Board / Committee Meetings are scheduled in compliance with the provisions of the Companies Act, 2013.

The Agenda of the Board / Committee meetings includes detailed notes on the items to be discussed at the meeting is circulated at least a week prior to the date of the meeting.

Quarter	Date	Day
Quarter 1	01-04-2024	Monday
	30-05-2024	Thursday
Quarter 2	08-08-2024	Thursday
	02-09-2024	Monday
Quarter 3	03-10-2024	Thursday
	07-11-2024	Thursday
Quarter 4	11-02-2025	Tuesday

b) COMMITTEES OF THE BOARD

The following are the committees constituted by the Board as;

(i) Audit Committee;

(ii) Nomination and Remuneration Committee; and

(iii) Stakeholder Relationship Committee

C) The Composition of the Committees as on March 31, 2025 is as follows:

(i) Audit Committee;

SI. No.	Name of Member	Designation (and Category)
1	Mr. Shivam Kumar	Chairperson (Non-Executive Independent Director)
2	Mrs. Shivani	Member (Non-Executive Independent Director)
3	Mr. Love Kumar	Member (Non-Executive Independent Director)

(ii) Nomination and Remuneration Committee

SI. No.	Name of Member	Designation (and Category)
1	Mr. Shivam Kumar	Member (Non-Executive Independent Director)
2	Mrs. Shivani	Chairperson (Non-Executive Independent Director)
3	Mr. Love Kumar	Member (Non-Executive Independent Director)

(iii) Stakeholder Relationship Committee

SI. No.	Name of Member	Designation (and Category)
1	Mr. Shivam Kumar	Chairperson (Non-Executive Independent Director)
2	Mrs. Shivani	Member (Non-Executive Independent Director)
3	Mr. Love Kumar	Member (Non-Executive Independent Director)

d) COMMITTEE MEETINGS

Table containing details of meetings of various Committees along with dates are as below:

SI. No.	Committee	No. of Meetings	Date of Meetings
1	Audit Committee (ACM)	04	May 30, 2024
			August 8, 2024
			November 07, 2024
			February 11, 2025
2	Nomination and Remuneration Committee (NRC)	01	May 30, 2024
3	Stakeholder Relationship	01	May 30, 2024

iii) DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departure;

(ii) The Directors have selected such accounting policies and were 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, 2025 and of the profit of the Company for the year ended on that date;

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

(iv) The Directors have prepared the annual accounts on-going concern basis;

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

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

iv) REPORTING OF FRAUD BY AUDITORS

During the period under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under section 143(12) of the Companies Act 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

v) DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi) NOMINATION & REMUNERATION COMMITTEE

Details pertaining to composition of Nomination & Remuneration Committee are included in the report on Corporate Governance.

vii) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the Secretarial Auditor of the Company.

viii) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.

ix) RELATED PARTY TRANSACTION

The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification, monitoring and reporting related party transactions. The policy is available on companys website. Further the company has not entered into any related party transaction during the financial year 2024-25

x) MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial relate and the date of this report.

xi) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on the conservation of energy

Regular efforts are made to conserve energy through various means such as the use of low energy consuming lighting, etc.

(ii) The steps taken by the Company for using alternate sources of energy

Since your Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible; and

(iii) Capital investment on energy conservation equipment Nil.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption:

The Company has not entered into technology agreement or collaborations.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Benefits from the efforts above include cost rationalization, lower usage of natural resources, enhancement of productivity, resource optimisation.

(iii) Information regarding imported technology (Imported during last three years):

The Company did not imported any technology.

(iv) Expenditure incurred on research and development: None

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Kalpa Commercial Limited does not have any foreign exchange earnings and expenditure.

xii) BUSINESS RISK MANAGEMENT

The main identified risks at the Company are legal & regulatory risk. Your company has established a comprehensive risk management policy to ensure that risk to the Companys continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.

xiii) CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirements related to Corporate Social Responsibility (CSR) are applicable to companies that meet the specified thresholds in terms of net worth, turnover, or net profit.

We would like to state that for the financial year 2024-25, your Company does not fall under the criteria prescribed under Section 135(1) of the Companies Act, 2013, as the Company has not met any of the following thresholds:

• Net worth of ?500 crore or more, or

• Turnover of ?1,000 crore or more, or

• Net profit of ?5 crore or more during the immediately preceding financial year.

Accordingly, the provisions relating to the constitution of the CSR Committee and formulation of a CSR Policy are not applicable to the Company for the said financial year.

xiv) BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of managements performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/support to management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

xv) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As per the relevant provision of Companies Act, 2013 read with Rules made thereunder and SEBI (LODR) Regulation, 2015 report on Management Discussion and Analysis has been included in this annual report as Annexure-1 and Corporate Governance Report along with Auditors statement as Annexure-2.

xvi) CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the company in the review period.

xvii) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

During the Year Mr. Mukul Jindal Director of the Company has resigned from his position as effective on 30.09.2024.

xviii) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Joint Ventures or Associate Company and Subsidiary

xix) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:-

During the year under review there has been not any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

xx) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

xxi) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. There was no complaint on sexual harassment during the year under review.

Particular	Number
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

xxii) MATERNITY BENEFIT ACT 1961

Your Company is fully committed to upholding the rights and welfare of its employees, particularly with regard to maternity benefits. We affirm that the company complies with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

xxiii) INSOLVENCY AND BANKRUPTCY CODE, 2016

During the reporting period, there were no applications made or proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, this disclosure is not applicable for the financial year ended 31 March, 2025.

xxiv) DISCLOSURE ON VALUATION DIFFERENCES IN CASE OF ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the reporting period, the Company has not entered into any one-time settlement with banks or financial institutions. Accordingly, the requirement to disclose the difference between the valuation done at the time of one-time settlement and the valuation done while availing loans does not arise and is not applicable for the financial year ended 31 March, 2025.

xxv) SHARE CAPITAL

During the year under review, the Company has not issued any shares.

xxvi) DEPOSITORY SYSTEM

In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE059Q01014.

The details of Registrar and Share Transfer Agent of the company is provided in the Corporate Governance Column of this Annual Report. The Members are advised to contact the Registrar and Share Transfer Agent of the Company or the Company itself with relation to any question related to Dematerialisation & related aspects.

xxvii) STATUTORY INFORMATION

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the interested candidate, for obtaining a copy of the same may write to the Company Secretary at infokalpa2@gmail.com.

In terms of proviso to Section 136(1) of the Act, the Report along with Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company.

Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees mentioned in the said statement is a relative of any Director of the Company.

And none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

xxviii) CODES AND POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure-4 to the Boards report.

xxix) AUDITORS AND AUDITORS REPORT STATUTORY AUDITOR

M/s. SGR & Associates LLP, Chartered Accountants (FRN: 022767N) as the Statutory Auditors of the Company for term of five years from F.Y. 2022-23 to F.Y. 2027-28. Pursuant to the provisions of section 139 of the Act, M/s SGR & Associates LLP, Chartered Accountants (Firm Registration No. 022767N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the 38th AGM held on September 29, 2023 till the conclusion of the 43rd AGM.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditors Report for the financial year ended on 31st March, 2025 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s PARISA SHARMA & ASSOCIATES, COMPANY SECRETARIES as the Secretarial Auditor of your Company to undertake the Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended 31st March, 2025 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your company has appointed M/s Prakash Chander & Associates, Peer Reviewed firm of

Company Secretaries (Firm Registration No. S2017DE496600) as the Secretarial Auditors of the Company for a 1st term of five consecutive years commencing from the financial year 2025-26 till the financial year 2029-30, subject to approval of the shareholders of the Company at the ensuing upcoming Annual General Meeting of the Company.

xxx) SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to code of Independent Directors in compliance with Schedule IV the Companies Act, 2013 and rules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on August 21st, 2024 and January 22nd, 2025 and to review the performance of Non-independent directors (including the Chairman) and the Board as a whole.

The Independent directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees which is necessary to effectively and reasonably perform and discharge their duties.

xxxi) RETIREMENT OF DIRECTOR BY ROTATION

No Director is liable to retire by rotation at the ensuing Annual General Meeting.

xxxii) PARTICULARS OF EMPLOYEES

There were no employee in receipt of remuneration of Rs. 1.02 crores Rupees per annum if employed for whole of the year or Rs. 8.50 Lakhs per month, if employed for part of the year, whose particulars are required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

xxxiii) VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

xxxiv) REMUNERATION POLICY

The Board has on the recommendation of nomination & remuneration committee framed a policy for selection and appointment of directors, senior management, their remuneration and other matters, as required under sub- section (3) of Section 178 of the Companies act 2013, is available on our website.

xxxv) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT/TRIBUNALS

No Significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company operations in future.

xxxvi) MEETING OF THE BOARD

07 (Six) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

xxxvii) AUDIT COMMITTEE

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.

xxxviii) INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

xxxix) INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Grievance Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shareholders of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

xl) ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For Kalpa Commercial Limited

Ishant Malhotra

Managing Director

DIN:06459062

Date: September 02, 2025

Place: Delhi