Kapston Services Ltd Directors Report

Dear Members,

The Board of Directors ("Board") of Kapston Services Limited ("Kapston" or "Company") have immense pleasure in presenting the Seventeenth Annual Report on the business and operations of your company together with the Audited (Standalone & Consolidated) Financial Statements for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS

The summarized Financial Statements of your Company are given in the following table:

Particulars	(INR in Lakhs, except per equity share data)
	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	6,8943.16		68,870.17	52,008.06
EBITDA	3,175.01		3,175.04	2,413.99
Less: Finance Costs	1,221.58		1,221.55	1,059.79
Less: Depreciation and amortization expenses	449.47		449.47	361.71
Profit before prior period items	1,503.95		1,504.02	992.49
Prior period items	-		-	-
Profit before tax	1,503.95	NA*	1,504.02	992.49
Less: Current Tax	0.21		-	-
Deferred Tax	(279.90)		(279.36)	(264.58)
Profit Available for appropriations/Loss	1,783.6,5		1,783.38	1,257.07
Basic Earnings per Share (Rs.)	8.79		8.79	6.20/12.39**
Diluted Earnings per Share (Rs.)	8.79		8.79	6.20/12.39**
Paid up share capital (face value of INR 5 each)	1,014.41		1,014.41	1,014.41

A detailed performance analysis on various segments, business and operations were provided in the Management Discussion and Analysis Report which is form part of this report.

2. STATE OF AFFAIRS/ COMPANYS PERFORMANCE

The Company is a provider of various Manpower Solutions which includes General Staffing, Security Services, Integrated Facilities Management Services and IT Staffing Services as per clients requirements.

*As the Company has incorporated its wholly owned subsidiaries during the financial year 2024-25, the consolidated financial statements for the financial year 2023-24 are not applicable."

** Previous year figures have been regrouped/rearranged wherever necessary.

Standalone

The Company recorded a total turnover including other income at INR 68,951.64 Lakhs (Previous Year INR 52,132.91 Lakhs) up by 32.26%; The Profit before Tax stood at INR 1,504.02 Lakhs (Previous year INR 992.49 Lakhs) up by 51.54%; and the Net Profit after Tax and other comprehensive income at INR 1,729.95Lakhs (Previous year INR 1,291.36 Lakhs) up by 33.96%.

Consolidated

The Company recorded a total turnover including other income at INR 69,023.18 Lakhs (Previous Year INR 52,132.91 Lakhs) up by 32.40%; The Profit before Tax stood at INR 1,503.95 Lakhs (Previous year INR 992.49 Lakhs) up by 51.53%; and the Net Profit after Tax and other comprehensive income at INR 1,730.23Lakhs (Previous year INR 1,291.36 Lakhs) up by 33.99%.

3. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31,2025, the Company has Two (2) Wholly Owned Subsidiaries. There are no Joint Ventures or Associate Companies within the meaning of the Companies Act, 2013 ("the Act"). There has been no material change in the nature of the business of the subsidiaries. Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries / associates / Joint Ventures of the Company in Form AOC-1, is enclosed as ANNEXURE-I to this report.

4. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India (ICAI) and as per the provisions of Section 129(3) of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Further, pursuant to the provisions of Section 136 of the Act, the financial statements including the consolidated financial statements, along with the relevant documents forms part of this annual report and are available on the website of the Company www.kapstonservices.com. Any member desirous of inspecting or obtaining a copy of the said financial statements may write to the Company Secretary of the Company at email ID: cs@kapstonservices.com.

5. CHANGE IN NATURE OF BUSINESS

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

6. DIVIDEND

The Board of Directors of the Company has not recommended Dividend for the financial year ended March 31,2025.

7. LISTING OF EQUITY SHARES

The security name of the Company on National Stock Exchange of India Limited is Kapston Services Limited and NSE symbol is KAPSTON.

The company has paid the listing fee for the financial year 2024-25.

8. TRANSFER TO RESERVES

For the financial period under review, your Company has not proposed to transfer any amount to the General Reserves.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 124 of Companies Act, 2013 are not applicable as the Company has not completed seven years from the date of declaration of dividend.

10. SHARE CAPITAL

During the year under review, shareholders have passed the ordinary resolution through postal ballot by remote e-voting dated July 03, 2024 for sub-division of 1 (One) equity share of ?10/- (Rupees Ten) each into 2 (Two) equity shares of ?5/- (Rupees Five) each.

Consequently, as on March 31, 2025, the Authorized Share Capital of the Company is INR 11,50,00,000 /- (Rupees Eleven Crores and Fifty Lakhs only) divided into 2,30,00,000 (Two Crore Thirty Lakhs only) equity shares of INR 5/- (Rupees Five only) each and Paid-up Equity Share Capital of the Company INR 10,14,40,610/- (Ten Crore Fourteen Lakhs Forty Thousand Six Hundred and Ten Rupees Only) divided into 2,02,88,122 (Two Crores two lakhs eighty eight thousand one hundred and twenty two) equity shares of INR 5/- (Rupees Five only) each.

During the year under review, your Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 (hereinafter referred as "the Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished and the Company has not issued any stock options to its employees.

11. EMPLOYEES STOCK OPTION SCHEME

There is no employees stock option scheme being implemented by the Company.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments made during the financial year ended March 31, 2025, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

13. DEPOSITS

During the year under review, the Company has neither invited nor accepted deposits from the public/members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Year under review, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on an arms length basis. The particulars of such contracts or arrangements with related parties are in the form of as Form AOC-2 as enclosed in "ANNEXURE-II" to this report. Further details of related party transactions are provided in Notes to Financial Statements (both Standalone and Consolidated).

The policy on dealing with RPT as approved by the Board is uploaded on the Companys website at: https://kapstonservices.com/investors/#policies

15. RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk by way of a defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

16. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

Other than those mentioned in this Report, there has been no material changes and commitments, affecting the financial position of your Company having occurred between the end of the financial year to which the financial statements relate and the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto.

The policy on prevention of sexual harassment is available on the website of the company at https://kapstonservices.com/investors/#policies

An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints, and to recommend appropriate action, wherever required in compliance with the provisions of the Act. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The present composition of ICC is as under

• Ms. Reena Rekulgikar - Presiding Officer

• Ms. Triveni Banda - Member

• Ms. Nitya Menon - Member

• Mr. Vishnu Mora- Member

• Ms. Renuka Chadalawada - NGO

The following is a summary of sexual harassment complaints received and disposed off during the year:

	Particulars	Status of the No. of complaints received and disposed of
1	Number of complaints on Sexual harassment received in the year	Nil
2	Number of Complaints disposed off during the year	Nil
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programs for its employees.
5	Nature of action taken by the employer or district officer	Not Applicable

18. MEETINGS OF THE BOARD

During the year under review, 6 (Six) Meetings of the Board were held as per the Standards as outlined in the Secretarial Standard - I. The maximum gap between two consecutive board meetings was within the period as prescribed under the provisions of the Companies Act, 2013.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

19. COMMITTEES OF THE BOARD

As of March 31, 2025, the Board has Four (4) committees and has constituted the following committees, under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, which are in place and discharging their functions as per terms of reference entrusted by the Board from time to time:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition, attendance, powers, and roles of the Committees are included in the Corporate Governance Report which forms part of this Annual Report. During the year, all recommendations of the Committees were accepted by the Board

20. CORPORATE GOVERNANCE

Your company practices the best corporate governance procedures to uphold the true spirit of law, integrity and transparency by adhering to our core values with an objective of maximizing stakeholders value. The Report on Corporate Governance, pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as ANNEXURE-III, and a certificate obtained from the Practicing Company Secretary confirming compliance with Corporate Governance requirements as provided in the aforesaid Regulations is annexed to this report.

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has adopted a policy as per Section 178(3) of the Companies Act, 2013 for determination of remuneration and the manner of selection of the Board of Directors, CS, CFO and Managing Director.

Criteria for selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience in the fields of Service Industry, Marketing, Finance Taxation Law, governance and general management.

In case of appointment of Independent Directors, the committee shall satisfy itself with regard to the criteria of independence of the directors vis-a-vis the company so as to enable the board to discharge its function and duties effectively.

The committee shall ensure that the candidate identified for appointment as a director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The committee shall consider the following attributes, whilst recommending to the board the candidature for appointment as a Director:

•Qualification, expertise and experience of the directors in their respective fields.,

•Personal, professional or business standing.;

•Diversity of the Board.

•In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Directors and their engagement level.

Remuneration

The Non-Executive Directors shall not be entitled to receive remuneration except by way of sitting fees, reimbursement of expenses for participation in the board/committee meetings and commission. The Independent Director of the company shall not be entitled to participate in the Stock Option Scheme of the company. The aggregate commission paid to the Non-Executive Directors is within the statutory limit of the company.

Criteria for selection/appointment of Managing Director, Executive Director, CS and CFO

For the purpose of selection of the Managing Director, Executive Director, Company Secretary and Chief Financial Officer, the Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under Companies Act, 2013 or other applicable laws.

Remuneration to Managing Director and Executive Director

• At the time of appointment or re-appointment, the Executive Director and Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Committee and the Board of Directors) and the Executive Director/ Managing Director, within the overall limits prescribed under the Companies Act, 2013.

• The remuneration shall be subject to the approval of the members of the Company in General Meeting in compliance with the provisions of the Companies Act, 2013.

Remuneration Policy for the Senior Management Employees including CFO & CS

In determining the remuneration of Senior Management Employees, the committee shall ensure/consider the following:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the person to ensure the quality required to run the Company successfully;

(ii) there is a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the working of the Company and its goals

The policy relating to remuneration of Directors, Key Managerial Personnel, Senior Management and other employees is available on the website of the Company https://kapstonservices.com/investors/#policies.

22. BOARD EVALUATION AND ASSESSMENT

The Board of Directors have carried out an annual performance evaluation of Individual Directors including

the chairman of the Company, the Board as a whole and its committees thereof, pursuant to the provisions

of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Performance evaluation criteria is determined by the Nomination and Remuneration Committee.

• A structured questionnaire was prepared to evaluate the performance after seeking inputs from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance.

• A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution at meetings, independence, safeguarding the interest of the Company and its minority shareholders, etc.

• The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated), after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors. The Process and criteria evaluation of Performance of Independent Directors is explained in the Corporate Governance report which forms part of the Annual Report.

• The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

• The Board reviewed the performance of individual Directors based on the contributions made during the Board and Committee meetings.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency, and timeliness of flow of information between the Board and the management that is necessary for effective performance.

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

23. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The Familiarisation Program was conducted with an objective to provide an opportunity to familiarise the independent directors related to the nature of the industry, the Business model of the company, and the roles, rights, and responsibilities of independent directors. They have the full opportunity to interact with Senior Management personnel and Heads of the department and are provided with all documents as required and sought by them to enable them to have a good understanding.

The details of such Familiarisation Program and other disclosures as specified under the Listing regulations are available on the Companys website at https://kapstonservices.eom/investors/#policies.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, the Board comprises Six (06) Directors viz., Three (03) Independent Directors including One Woman Independent Director One (01) Non-Executive Non-Independent Director, and Two (02) Executive Directors.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Associations of the Company, Ms. Doddapaneni Kanti Kiran (DIN: 07420023) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for reappointment. The Board recommends her re-appointment.

Changes in Directors

Reappointment of Independent Directors

During the period under review, based on the recommendations of the Nomination and Remuneration Committee and Board of Directors of the Company, the members have reappointed Mr. Nageswara Rao Koripalli (DIN: 08734786) as an Independent director of the company for the second term of 5 consecutive years with effect from April 29, 2025 through Postal Ballot.

Appointment and Resignation of KMP

During the year under review, Mr. Srikanth Kodali, Managing Director, Dr. Chereddi Ramachandra Naidu, Executive Chairman, Mr. Kapil Sood, CFO and Ms. Triveni Banda, Company Secretary are Key

Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managing Personnel) Rules, 2014.

During the year under review, there are no changes in the Key Managerial Personnel of the Company. However, based on the recommendations of the Nomination and Remuneration Committee and Board of Directors of the Company, the members have reappointed Dr. Chereddi Ramachandra Naidu as an Executive Chairman of the Company.

25. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations stating that they meet the criteria of independence. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board has reviewed the integrity, expertise, experience, and requisite proficiency of the independent directors and confirmed that the Independent Directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management and the same is given in the Corporate Governance Report. As prescribed under Listing Regulations and according to Section 149(6) of the Act, the particulars of Non Executive and Independent Directors (as of the date of signing this report) are as under:

1. Mr. Nageswara Rao Koripalli

2. Mr. Naveen Nandigam

3. Ms. Vanitha Nagulavari

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)( C ) of the Act, the Board of Directors, to the best of their knowledge and

information and explanations received from the Company, confirm that:

a) in the preparation of the accounts for the year ended March 31, 2025, the applicable standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently, and made judgments and estimates that were 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 and loss of the Company for the year under review;

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

d) they have prepared annual accounts of the Company on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

27. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company can be accessed at https://kapstonservices.com/investors/#annual-return-and-notice

28. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy vision to actively participate, contribute and impact not just individual lives but create a difference on a social level as well.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR Committee.

The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is available on the Companys website at https://kapstonservices.com/investors/#policies

During the financial year 2024-25, the Company has spent INR 8.84 Lakhs towards CSR expenditure. The Company has contributed CSR funds that were aligned with Schedule VII of the Companies Act, 2013.

The disclosure of contents of CSR policy pursuant to provisions of Section 134(3)(o) of Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed herewith as ANNEXURE-IV to the Boards Report.

29. PARTICULARS OF EMPLOYEES

The Company is required to give disclosures under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is enclosed as ANNEXURE-V and forms an integral part of this Report.

The statement containing the details of top 10 (ten)employees on roll and particulars of employees employed throughout the year whose remuneration is more than Rs. 102 Lakhs or more per annum and employees employed part-time and in receipt of remuneration of Rs. 85 Lakhs or more per annum as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is available on the website of the Company at www.kapstonservices.com. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company during business

30. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming a part of the Annual Report.

31. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

M/s NSVR and Associates LLP, Chartered Accountants, (Firm Registration No.0008801S/S200060), Statutory auditors of the company were appointed for a period of five years by the shareholders of the Company to hold office from the conclusion of the 14^th Annual General Meeting till the conclusion of 19^th Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from the Auditors to their continued appointment and also a certificate from them to the effect that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

The Board has duly examined the Statutory Auditors Report to the financial statements, which is selfexplanatory. The Auditors report for Financial Year 2024-25 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors Report is enclosed with the financial statements in this Annual Report. During the year under review, the Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

SECRETARIAL AUDITOR

M/s VCAN & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the year 2024-25 and have submitted the Secretarial Audit Report for the year ending March 31,2025 which is enclosed to this Boards Report as ANNEXURE-VI.

As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in addition to the abovementioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a practicing Company Secretary w.r.t. the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.

Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

INTERNAL AUDITOR

The Board based on the recommendation of the Audit Committee, has appointed TAN & Associates, Chartered Accountant (Firm Registration No. 024082S) as the Internal Auditors for the financial year 2024

25. On a quarterly basis, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

32. POSTAL BALLOT

The company has convened two general meetings through postal ballot. The details have been mentioned in the corporate governance report .

33. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the audit reports your company undertakes corrective action in their respective areas and strengthen the controls.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy, code of conduct for regulating, monitoring and reporting insider trading and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board has approved the code of conduct for prohibition of insider trading and the same is being implemented by the Company.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

35. VIGIL MECHANISM

In compliance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behaviour.

The details of the Policy is also available on the website of the Company https://kapstonservices.com/investors/#policies

The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and unethical behaviour to the Chairman of the Audit Committee.

The Policy also provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee.

36. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Considering the nature of activities of the Company, the provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, Research and Development, Technology Absorption are not applicable to the Company.

37. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year under review there is no foreign exchange earnings and outgo.

38. COMPLIANCE WITH THE SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and notified by the Ministry of Corporate Affairs ("MCA").

39. DISCLOSURE OF ACCOUNTING TREATMENT

The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India. There are no audit qualifications on the Companys financial statements for the year under review

40. COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period and post-maternity support such as nursing breaks and flexible return-to- workoptions, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

41. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliance by the Companies and permitting the service of Annual Reports and other documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to those members who have registered their email IDs with their respective depositories. Members may note that Annual Reports and other communications are also made available on the Companys website https://www.kapstonservices.com and websites of the Stock Exchanges i.e., National Stock Exchange of India Limited.

42. HUMAN RESOURCES

The Company considers its Human Resources as the key to achieving its objectives. Our HR and Operations Department works closely with Senior Management to devise strategies that attract talent and enhance capabilities. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. It is the unwavering commitment of our employees that propels us forward and enables us to fulfil the Companys vision. Your Company appreciates the contribution of its dedicated employees. We believe that our employees are our most valuable asset. Your Company is also focussed on the overall well-being of its employees. We are committed to creating a positive work environment that prioritizes the health, safety, career growth and development of our employees. The Company took various initiatives to keep the employees productive and engaged with various employee training and awareness programs. we strengthen our collective capabilities and pave the way for continued success

43. OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

There are no instances of one-time settlement during the financial year.

Various policies as approved by the Board of Directors in accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 is hosted on the companys website at https://kapstonservices.eom/investors/#policies

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Issue of equity shares with differential voting rights as to dividend, voting, or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

44. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, various State Governments and Companys Bankers and advisors for the valuable advice, guidance, assistance, co-operation, and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the Companys Clients, partners, investors, Employees and all other Stakeholders, Regulators and Stock Exchange for their consistent support to the Company.

	For and on behalf of the Board Kapston Services Limited
	Sd/-
	Dr. Chereddi Ramachandra Naidu
Place: Hyderabad	Executive Chairman
Date: August 04, 2025	DIN:02096757