FY 2025-26

To,

The Members,

Kalpa Commercial Limited

1^st Floor, 984, Pocket C,

IFC Ghazipur, Delhi - 110 096 IN.

The Directors have pleasure in presenting their 41st Annual Report on the business and operations of the Company, together with the Audited Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2026."

1. FINANCIAL SUMMARY

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

2. REVIEW OF OPERATIONS

During the year under review, the Company demonstrated a significant improvement in its operational and financial performance. The revenue from operations increased substantially to Rs.3,144.29 lakh in FY 2025-26, as compared to Rs.281.28 lakh in FY 2024-25, reflecting strong growth in the Company's business operations.

The Company recorded a Profit After Tax (PAT) of Rs.61.55 lakh during FY 2025-26, reflecting improved profitability and operational performance during the year.

3. DIVIDEND

No dividend was declared for the Financial Year ended 31^st March, 2026 by the Board of Directors.

DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate and maintain a Dividend Distribution Policy is applicable to the top 1000 listed entities based on market capitalization. Since the Company does not fall within the category of the top 1000 listed entities, the provisions of Regulation 43A are not applicable to the Company. Accordingly, the Company has not formulated or adopted a Dividend Distribution Policy.

4. GENERAL RESERVES

During the year under review, Rs.62.55 Lakhs amount was transferred to general reserves.

5. 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.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) BOARD OF DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Composition of Board of Director of the Company during FY26 are:

The Company has received declarations from All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder read with SEBI Listing Regulations and are independent of the Management.

Kindly refer to the Company's website at https://www.kalpacommercialltd.com/board-of-director for the detailed information of Board of Director of the Company.

ii) KEY MANAGERIAL PERSONNEL (OTHER THAN DIRECTOR)

In terms of Section 203 of the Act, the Key Managerial Personnel ('KMPs') of the Company during FY26 are:

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

The Composition of the Committees as on March 31, 2026

(i) Audit Committee;

(ii) Nomination and Remuneration Committee

(iii) Stakeholder Relationship Committee

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 read with Rules made thereunder and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

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. There were 08 (Eight) meetings of the Board of Directors held during the Financial Year 2025-26. For further details, please refer report on Corporate Governance.

d) COMMITTEE MEETINGS

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

7. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2026, 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, 2026 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.

8. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

9. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The company has not given any loans, made any investments or provided any guarantees or securities covered under the provisions of Section 186 during the Financial Year 2025-26.

10. RELATED PARTY TRANSACTION

The Company has an established and well-governed framework for the approval and monitoring of Related Party Transactions (RPTs). In accordance with the Act and the Listing Regulations, the Board has adopted a comprehensive Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions (RPT Policy), which sets out the principles, approval matrix and disclosure requirements applicable to all RPTs.

The Policy is available on the Company's website at https://www.kalpacommercialltd.com/codes- policies/Policy-on-Materiality-of-RPTs.pdf.

Further, the Company has not entered into any contract, arrangement or transaction with related parties as referred to in Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, during the Financial Year ended 31st March, 2026.

11. 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.

12. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY26 is uploaded on the website of the Company and the same is available on https://www.kalpacommercialltd.com/annual-return.

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

A. CONSERVATION OF ENERGY

i. The steps taken or impact on the conservation of energy

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

iii. The steps taken by the Company for using alternate sources of energy

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

v. Capital investment on energy conservation equipment - Nil.

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

ii. The Company has not entered into technology agreement or collaborations.

iii. The benefits derived like product improvement, cost reduction, product development or import substitution:

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

v. Information regarding imported technology (Imported during last three years):The Company did not imported any technology.

vi. 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.

14. BUSINESS RISK MANAGEMENT

The Company has put in place an appropriate framework for identifying, assessing, monitoring and mitigating various business and operational risks associated with its activities. The Board of Directors periodically reviews the principal risks and uncertainties that may affect the business operations, financial performance and longterm objectives of the Company.

Your company has established a comprehensive risk management policy to ensure that risk to the Company's 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. The Company has formulated and implemented a Risk Management Policy in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of the Company, wherever applicable, periodically reviews the key business risks, mitigation strategies and the effectiveness of the risk management framework.

15. 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 2025-26, 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 Rs.500 crore or more, or

• Turnover of Rs.1,000 crore or more, or

• Net profit of Rs.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.

16. 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 Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board's 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 management's 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.

Therefore, pursuant to Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors, at their separate meeting held on February 12, 2026, reviewed and evaluated the performance of the Non-Independent Directors, the Chairperson, and the Board as a whole. The Independent Directors also assessed the quality, quantity, and timeliness of information flow between the Company's Management and the Board to ensure that the Board effectively discharged its duties and responsibilities.

17. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as Annexure-1.

18. RETIREMENT OF DIRECTOR BY ROTATION

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

19. CHANGE IN THE NATURE OF BUSINESS:-

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

20. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

During the Financial Year 2025-26, there were changes in the composition of the Board of Directors and/or Key Managerial Personnel of the Company in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

The details of appointment, re-appointment, resignation, cessation and changes, if any, in the Directors and Key Managerial Personnel during the year under review are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, the Company did not have any subsidiary, associate or joint venture company. Accordingly, the provisions relating to reporting of the performance and financial position of subsidiary companies are not applicable to the Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 company's operations in future.

23. 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.

24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates visa-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications -

The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes -

Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence -

A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company. Additionally, the Independent Directors have confirmed their registration with the Independent Directors' Database maintained by the Indian Institute of Corporate Affairs. The Company issues a formal letter of appointment at the time of each Independent Director's appointment or re-appointment.

The detailed terms and conditions of their appointment are available on the Company's website at

https://www.kalpacommercialltd.com/codes-policies/Familiarization-Programmes-For-Independent-

Director.

25. 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 Financial Year 2025-26.

26. 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.

27. 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, 2026.

28. 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, 2026.

29. SHARE CAPITAL

During the financial year under review, the authorised share capital of the Company was increased from Rs.15,00,00,000 (Rupees Fifteen Crore only) divided into 1,50,00,000 Equity Shares of Rs.10 each to Rs.20,00,00,000 (Rupees Twenty Crore only) divided into 2,00,00,000 Equity Shares of Rs.10 each, pursuant to the approval of the shareholders accorded at the 40th Annual General Meeting held on 27th September, 2025.

Accordingly, as at March 31, 2026, the authorised share capital of the Company stood at to Rs.20,00,00,000 (Rupees Twenty Crore only) divided into 2,00,00,000 Equity Shares of Rs.10 each, and the issued, subscribed and paid-up share capital stood at Rs.10,25,00,000 (Rupees Ten Crore Twenty Five Lakh only) divided into 1,02,50,000Equity Shares of Rs.10 each.

The equity shares of the Company rank pari passu in all respects with respect to voting rights, dividend entitlement, and all other rights attached thereto.

30. 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 Company's shares on NSDL & CDSL. The ISIN allotted to the Company's 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.

31. 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 is provided in a separate Annexure forming part of the Report.

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.

32. 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-2 to the Board's report.

33. 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 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 38^th AGM held on September 29, 2023 till the conclusion of the 43^rd AGM i.e. from F.Y. 2022-23 to F.Y. 2027-28.

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 Report given by the Statutory Auditors on the financial statements of the Company is part of this Integrated Annual Report. The Financial Statements and the Auditor's Report for the financial year ended on 31^st March, 2026 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory.

The Audit Committee periodically assesses the independence of the Statutory Auditors through annual affirmation, review of non-audit services, and evaluation of internal controls and safeguards designed to mitigate potential conflicts of interest.

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 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.

M/s Prakash Chander & Associates, Peer Reviewed firm of Company Secretaries have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST RECORDS AND COST AUDIT

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, relating to the maintenance of cost records and the appointment of a Cost Auditor, are not applicable to the Company during the financial year under review.

Accordingly, the Company was not required to maintain cost records or conduct a cost audit.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed RNAK & Co., Chartered Accountant, as the Internal Auditor of the Company to conduct the internal audit for the financial year under review. The Internal Auditor has carried out the internal audit in accordance with the scope of work approved by the Board and Audit Committee and has submitted the Internal Audit Reports for the Financial Year 2025-26.

The Company has a comprehensive framework for Internal Financial Controls (IFC) that integrates internal audit, enterprise risk management and compliance monitoring. In line with its oversight responsibilities, the Audit Committee annually approves a risk-based Internal Audit Plan, which covers internal controls and risks across factories, sales offices, warehouses and centrally managed businesses and functions. The Management, together with the Statutory and Internal Auditors, undertakes regular testing of the control environment to assess design effectiveness and operating effectiveness.

The Internal Auditor reports functionally to the Audit Committee and administratively to the Board, and participates in meetings of the Audit Committee and, where required, the Risk Management Committee.

34. 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 Board's report.

35. 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.

36. RETIREMENT OF DIRECTOR BY ROTATION

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

37. PARTICULARS OF EMPLOYEES

According to Rule-5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

*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.

*The remuneration paid to the Directors and employees of the company is as per the remuneration policy of the company.

38. VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 and with the Rules made thereunder and Regulation 22 of the SEBI Listing Regulations 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 Company's 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.

Kindly refer to the Company's website at https://www.kalpacommercialltd.com/codes-policies/Whistle- Blower-Policy. for the detailed Whistle-Blower Policy of Company.

39. INDUSTRIAL RELATIONS

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

40. 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 Audit 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 de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

41. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

42. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation 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 Company's executives, staff and workers.