Kundan Edifice Ltd Directors Report

To,

The Shareholders,

Your Directors have pleasure in presenting the 15^th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the financial year under review:

(? in Lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from Operations	9819.71	8423.24
Other Income	45.68	23.64
Total Income	9865.39	8446.88
Finance Cost	303.49	229.79
Depreciation	221.05	128.60
Other Operating Expenses	8287.64	7652.79
Total Expenses	8812.17	8011.18
Profit Before Tax	1053.22	435.70
Current Tax	254.66	130.00
Earlier Year Tax	(10.50)	(0.00)
Deferred Tax	22.97	5.45
Profit/(Loss) after Tax	786.09	300.25
Earnings per Share	7.65	3.37
Diluted earnings per share	7.65	3.37

2. STATE OF COMPANYS AFFAIRS:

During the period under review, the Company has achieved a total income of Rs. 9865.39 Lakhs in the financial year 2024-2025 as against Rs. 8446.88 Lakhs in the financial year

2023- 2024.

The Company has earned a Profit after tax of Rs. 786.09 Lakhs in the financial year

2024- 2025 as compared to Rs. 300.25 Lakhs in the financial year 2023-2024.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND:

With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 2024-2025:

A) CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company at the Board Meeting and Extra - Ordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:

Sr. No.	Name of Directors and KMP	Appointment/ Resignation/ Regularization/ Change in Designation	Designation	Type of Meeting in which Appointment/ Resignation/ Regularization/ Change in Designation was done	Date of Appointment/ Resignation/ Regularization
1.	Mr. Hariom Sarda	Resignation	Independent Director	Board Meeting	25/10/2024
2.	Mr. Ulhas Joshi	Appointment	Additional Director	Board Meeting	14/11/2024
3.	Mr. Ulhas Joshi	Regularisation	Non Executive Independent Director	Extra - Ordinary General Meeting	24/12/2024
4.	Ms. Rashmi Karnani	Resignation	Company Secretary	Board meeting	19/03/2025
5.	Ms. Pooja Pandey	Appointment	Company Secretary	Board Meeting	20/03/2025

B) LISTING OF SHARES:

The equity shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Ltd. (NSE). The listing fee for the year 2025-26 has already been paid to the credit of National Stock Exchange of India Ltd.

C) APPROVAL OF SECTION 180g)(A). 180q)(C). 186 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 03^rd September, 2024, and Annual General Meeting held on 30^th September, 2024 has obtained approval for increasing borrowing powers and inter -corporate loans & investments up to Rs. 200 Crore under Section 186, Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.

D) APPROVAL OF SECTION 185 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 03rd September, 2024, and Annual General Meeting held on 30th September, 2024, has obtained approval for providing loans and guarantees up to Rs. 200 Crore under Section 185 of the Companies Act, 2013 and the rules made thereunder.

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2024-25TTLL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditors report for the Financial Year 2024-2025 at the Board meeting held on 3^rd September, 2025.

b. The Company has re-appointed M/s. Valawat & Associates, as Statutory Auditor of the company at the board meeting held on 3^rd September, 2025 for Five consecutive financial years commencing from 2025-2026 till 2029-30, subject to approval of shareholder in ensuing annual general meeting.

c. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2025-2026 at the board meeting held on 3^rd September, 2025.

d. The Company has re-appointed M.K. Saraswat & Associates LLP, Company Secretaries as Secretarial Auditor of the company at the board meeting held on 3^rd September, 2025 for five consecutive financial years commencing from 2025-2026 till 2029-30, subject to approval of members in ensuing annual general meeting.

7. SHARE CAPITAL:

> AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 11,00,00,000 /-

(Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs.

10/- each.

> PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 10,27,20,000/-

(Rupees Ten Crore Twenty-Seven Lakhs Twenty Thousand Only) divided into 1,02,72,000 (One

Crore Two Lakh Seventy-Two Thousand) Equity Shares of Rs. 10/- each.

8. TRANSFER OF SHARES:

The share transfers held during the period starting from 1^st April, 2024 to 31^st March, 2025.

Transferred date	Name of the person (belongs to promoter group) Transferor	Name of the Transferee	No. of shares transferred	% of holding
14.11.2024	Mrs. Vijaya Mukesh Gupta	Mr. Divyansh Mukesh Gupta	3,32,400	3.23%
		Ms. Mallika Mukesh Gupta	3,32,400	3.23%
		Mr. Shubhang Mukesh Gupta	3,32,400	3.23%
	Total		9,97,200

9. TRANSMISSION OF SHARES:

There was no transmission of shares during the period starting from 1^st April, 2024 to 31^st March, 2025.

10.DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary/joint venture/associate companies.

However, the Company has three group companies namely Bharatronics Private Limited, Kundan Fastening Private Limited and Kundan Industries Limited and Group LLP namely Green Hotspot Agriventures LLP.

ll.DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2025, the Board of Directors and KMP of the Company comprises of 5 (Five) Directors, of which 3 (Three) are Non-Executive Independent Directors & 2 (Two) are Executive Directors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer.

The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Divyansh Mukesh Gupta	Managing Director and Chairman
2.	Ms. Mallika Mukesh Gupta	Whole Time Director
3.	Mr. Satish Inani	Non-Executive and Independent Director
4.	Mr. Ulhas Joshi	Non-Executive and Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and Independent Director
6.	Mr. Mahesh Singh Masani	Chief Financial Officer
7.	Ms. Pooja Manish Pandey	Company Secretary and Compliance Officer

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

There are changes in Directors and Key Managerial Personnel for the period under review.

> Changes in Directors:

a. Mr. Hariom Sarda was resigned from the Directorship of the Company (in the category of NonExecutive Independent Director) w.e.f 25^th October, 2024.

b. Mr. Ulhas Joshi was regularized as a Director (in the category of Non-Executive Independent Director) for the consecutive term of five years i.e., from 14^th November, 2024 to 13^th November, 2029 (both days inclusive) in the Extra Ordinary General Meeting held on 24^th December, 2024.

> Change in Key Managerial Personnel:

a. Ms. Rashmi Karnani was resigned from Company Secretary and Compliance officer of the Company w.e.f. 19^th March, 2025.

b. Ms. Pooja Manish Pandey was appointed as a Whole Time Company Secretary and Compliance Officer of the Company w.e.f. 20^th March, 2025.

> Re - Appointment of Directors:

a. Ms. Mallika Mukesh Gupta, Whole Time Director of the Company retiring by rotation at the ensuing Annual General Meeting, offers herself for re- appointment.

The detailed terms of re-appointment have been made in ‘Annexure - A.

12. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.

14. COMPOSITION OF BOARD COMMITTEES:

The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

There are currently five Committees of the Board as follow:

A. Audit Committee.

B. Nomination and Remuneration Committee.

C. Stakeholders Relationship Committee.

D. Corporate Social Responsibility Committee.

E. Independent Directors Committee.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Committee comprises three (3) qualified members (i.e. Three (3) Independent Directors).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Five (5) times during the financial year on 30^th May, 2024, 3^rd Sep, 2024, 14^th November, 2024, 30^th November, 2024 and 20^th March, 2025 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The Committee has been re-constituted in the Board Meeting held on 14^th November, 2024 where in Mr. Satish Inani has appointed as chairman of the committee due to resignation of Mr. Hariom Sarda (Chairman of audit committee), independent director of the company with effect from 25^th October, 2024.

The composition of the new Audit Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	Audit Committee Meetings Dates (2024-2025)					No. Meetings Entitled to Attend	No. of Meetings Attended
		30th May, 2024	03rd Sep, 2024	14th Nov, 2024	30th Nov, 2024	20th Mar, 2025
Mr. Hariom Sarda	Chairperson (Till 25th October, 2024) (Independent Director Non- Executive Director)	Yes	Yes	NA	NA	NA	2	2
Mr. Satish Inani	Chairperson (w.e.f 25th October, 2024) (Independent Director Non- Executive Director)	Yes	Yes	Yes	Yes	Yes	5	5
Mr. Girish Kumar Joshi	Member (Independent Director Non- Executive Director)	Yes	Yes	Yes	Yes	Yes	5	5
Mr. Ulhas Joshi	Member (w.e.f. 14th November, 2024 (Independent Director Non- Executive Director)	NA	NA	NA	Yes	Yes	2	2
Mr. Divyansh Mukesh Gupta	Member (Managing Director)	Yes	Yes	Yes	Yes	Yes	5	5

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Three (3) Independent Directors).

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met thrice (3) during the year on 3^rd September, 2024, 14^th November, 2024 and 20^th March, 2025. The necessary quorum was present at the meeting.

The Committee has been re-constituted in the Board Meeting held on 14^th November, 2024 where in Mr. Hariom Sarda has ceased from chairmanship of Nomination & Remuneration Committee due to resignation as independent director and Mr. Girish Joshi has appointed as Chairman of the committee.

The composition of the new Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	NRC Meetings Date (2024-2025)			No. of Meetings Entitled to Attend	No. of Meetings Attended
		3rd September, 2024	14th November, 2024	20th March, 2025
Mr. Hariom Sarda (Resigned : 25-10-2024)	Chairperson (Independent Director)	Yes	NA	NA	1	1
Ms. Mallika Mukesh Gupta	Member (Whole Time Director)	NA	Yes	NA	1	1
Mr. Girish Kumar Joshi	Chairperson (Independent Director)	Yes	Yes	Yes	3	3
Mr. Satish Inani	Member (Independent Director)	Yes	Yes	Yes	3	3
Mr. Ulhas Joshi	Member (Independent Director)	NA	NA	Yes	1	1

Nomination and Remuneration Policy is hosted on the website of the Company

i.e. www.kundanedifice.com.

The performance of Independent Directors was evaluated on the following criteria:

• Exercise of independent judgment in the best interest of Company;

• Ability to contribute to and monitor corporate governance practice;

• Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.

C ) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Executive Director).

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: cs@kundanedifice.com and

cameo@cameoindia.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.kundanedifice.com

The following table shows the nature of complaints received from the shareholders during the years 2024-2025.

	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non-Receipt of Share Certificates after transfer	-	-	-
3.	Non-Receipt of Demat Rejected S/Cs	-	-	-
4.	Others	-	-	-
	Total	-	-	-

There were no complaints pending as on 31^st March, 2025.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2024-2025)	No. of Meetings entitled to Attend	No. of Meetings Attended
		20th March, 2025
Mr. Girish Kumar Joshi	Chairperson (Independent Director)	Yes	1	1
Mr. Satish Inani	Member (Independent Director)	Yes	1	1
Mr. Divyansh Mukesh Gupta	Member (Managing Director)	Yes	1	1

The Committee met Once (1) during the year on 20^th March, 2025. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Company is constituted in accordance with the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 Non- Executive Independent Directors and 2 Executive Director).

The CSR Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met one (1) times during the financial year on 20^th March, 2025. The necessary quorum was present at the meeting.

The composition of the CSR Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	CSR Committee Meetings Dates (2024-2025)	No. Meetings Entitled to Attend	No. of Meetings Attended
		20th March, 2025
Mr. Satish Inani	Chairperson (Independent Director)	Yes	1	1
Mr. Divyansh Mukesh Gupta	Member (Managing Director)	Yes	1	1
Ms. Mallika Mukesh Gupta	Member (Whole Time Director)	Yes	1	1

E) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non- Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of

(d) the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on 20^th March, 2025 and was attended by all Independent Directors.

None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Independent directors were appointed during the financial year 2024-2025 in the Company. The declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 and SEBI regulations, are kept under the records of the Company.

16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

The following Meetings of the Board of Directors were held during the financial

year 2024-2025:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	15/04/2024	5	5
2	30/05/2024	5	5
3	04/07/2024	5	5
4	07/07/2024	5	5
5	17/07/2024	5	5
6	03/09/2024	5	5
7	25/10/2024	4	4
8	14/11/2024	4	4
9	30/11/2024	5	5
10	20/03/2025	5	4

The following Meetings of the Shareholders were held during the financial year 2024-2025:

Sr. No.	Particulars	Date of Meeting	No. of Members Present
1	Annual General Meeting	30/09/2024	5
2	Extra - Ordinary General Meeting	24/12/2024	6

16. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Companys website at https://www.kundanedifice.com/investors.php

17. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:

a. providing assurance regarding the effectiveness and efficiency of operations;

b. efficient use and safeguarding of resources;

c. compliance with policies, procedures and applicable laws and regulations; and

d. transactions being accurately recorded and promptly reported.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

19. STATUTORY AUDITORS:

The Board of Directors of the Company ("the Board"), at its meeting held on 03^rd September, 2025, has considered the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company re-appointment of M/s. Valawat & Associates, Chartered Accountants (Registration No. 003623C), as Statutory Auditors of the Company, for a term of 5( Five consecutive years from the conclusion of this 15th Annual General Meeting (AGM) until the conclusion of the 19^th AGM to be held in the year 2030, at such remuneration as may be mutually agreed between the Board of Directors/ Audit Committee of the company in consultation with the Statutory Auditors. The Auditors have confirmed that they are not disqualified from re-appointing and continuing as Auditors of the Company.

The Independent Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer except disclosure of unspent of CSR Amount in Note No. 37.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report doesnt contain any information in relation to fraud.

20. SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013, read with the Listing Regulations, the Company is required to undertake the Secretarial Audit. The Company has appointed M/s. M K Saraswat & Associates LLP, Company Secretaries as Secretarial Auditor at the Board Meeting held on 3^rd September, 2025 for the financial year 2024-2025.

The Secretarial Audit Report issued by M/s. M K Saraswat & Associates LLP, Company Secretaries 2024- 2025 does not contain any qualifications or adverse remarks except disclosure of unspent of CSR Amount.

The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘Annexure - B.

21. INTERNAL AUDITOR:

According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, the Company is required to undertake the Internal Audit for the financial year 2024-2025. The Company has appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor at the Board meeting on 03^th September, 2025 for the financial year 2025-2026.

The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financial year 2024-2025 does not contain any qualifications or adverse remarks.

22. BOARDS COMMENT ON THE AUDITORS REPORT:

a) Statutory Auditor:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.

b) Internal Auditor:

There are no observations from Internal Auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.

c) Secretarial Auditor:

The observations of the Secretarial Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.

23. PUBLIC DEPOSITS:

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

24. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 30 to the Balance Sheet as on March 31, 2025.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.

The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(T in Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo	2327.21	1255.47

27.CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ‘Annexure - C.

The CSR policy is available on the website of the Company i.e. www.kundanedifice.com.

The reason(s), if the Company has failed to spend two percent of the average net profit as per section 135(5): Company does not have CSR obligation for the financial year under review.

28. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure -D.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

30. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on SME Emerge platform of National Stock Exchange does not require to submit the secretarial compliance report for the financial year 2024-2025 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,

31. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME Emerge platform of National Stock Exchange; provisions related to corporate governance are not applicable to the company.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The details of the Policy have been posted on the Companys website https://www.kundanedifice.com/investors.php.

33. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

The details of the Code of Conduct have been posted on the Companys website https://www.kundanedifice.com/investors.php.

34. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -E.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in ‘Annexure - F to the Directors Report.

36. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of familiarization programme for Independent Directors is given in ‘Annexure - G. The details of the familiarization programme for independent directors have been posted on the Companys website https://www.kundanedifice.com/investors.php.

37. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the financial year 31^st March, 2025, is annexed as ‘Annexure - H.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

40. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Your directors further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. MATERNITY BENEFIT:

As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue to support our staff through a comprehensive maternity policy. This policy reflects our dedication to creating a family-friendly workplace and ensuring that all employees feel supported during key life events.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

44. INFORMATION TO SHAREHOLDERS: a) Annual General Meeting - Date, Time, Venue

Annual General Meeting	15th Annual General Meeting
Day & Date	Monday, 30th September, 2025
Time	02.30 p.m.
Venue	Through Video conferencing

For details, please refer to the Notice of this AGM.

b) Re - Appointed of Director

The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the ‘Annexure- A to the Notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on SME Emerge Platform of NSE Limited.

d) Stock Code:

NSE Scrip Name: KEL

Depository Connectivity: NSDL & CDSL

ISIN Number for equity shares of the Company: INE0OWX01025

e) Market price data:

High & Low during the financial year 2024-2025 on NSE:

Month	High	Low	Closing
April 2024	172.00	132.05	163.10
May 2024	211.40	134.40	140.65
June 2024	158.05	131.05	142.10
July 2024	172.00	137.00	144.00
August 2024	179.45	138.10	158.45
September 2024	186.95	142.10	142.10
October 2024	156.00	132.00	133.55
November 2024	161.25	131.35	148.00
December 2024	159.95	140.00	150.10
January 2025	167.05	136.40	137.75
February 2025	140.00	120.05	121.00
March 2025	143.00	95.05	100.85

f) Distribution of Shareholding as on 31^st March, 2025:

No. of Equity Shares held	No. of Shareholders	No. of Shares held	% in Equity Capital
10-5000	0	0	0%
5001-10000	0	0	0%
10001-20000	530	63,60,000	6.19%
20001-30000	131	31,44,000	3.06%
30001-40000	50	18,00,000	1.75%
40001-50000	23	11,04,000	1.07%
50001-100000	47	33,72,000	3.28%
100001- and above	55	8,69,40,000	84.64%
Total	836	10,27,20,000	100%

g) Shareholding Pattern as on 31^st March, 2025:

Sr. No.	Category of Shares	No. of Shares	% of total shares
(A)	Promoter & Promoter Group:
	(a) Individuals/Hindu Undivided Family	74,25,000	72.28
	Sub Total:	74,25,000	72.28
(B)	Public Shareholding:
	1. Institutions
	(a) Financial Institutions/Banks/Any Others	8,400	0.08
	(b) Foreign Institutional Investors	0	0.00
	2. Non-Institutions
	(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)	0	0
	(b) Individuals	25,54,200	24.87
	(c) Trust	2,400	0.02
	(d) Hindu Undivided Family	1,30,800	1.27
	(e) Non-Resident Indians (NRI)	25200	0.25
	(f) Bodies Corporate	33,600	0.33
	(g) LLP	92,400	0.9
	Sub Total:	28,47,000	27.72
	GRAND TOTAL	1,02,72,000	100.00

h) Dematerialization of Shares:

The equity shares of the Company are currently traded only in dematerialized form and the Company has entered into agreements with the depository i.e. National Securities Depository Limited (NSDL). Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Companys equity shares is INE0OWX01025.

As on March 31, 2025, 1,02,72,000 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.

i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date &likely impact on equity:

No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.

j) Details of shares in suspense account:

There are no shares in suspense account.

45. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

The Directors appreciate & value the contribution made by every member of the company.

For and on Behalf of the Board of Directors Kundan Edifice Limited

Sd/	Sd/-
Divyansh Mukesh Gupta	Mallika Mukesh Gupta
Chairman& Managing Director	Whole Time Director
DIN: 06846463	DIN:07961410
Date: 03/09/2025
Place: Vasai