Your directors take pleasure in presenting the 39^th Annual Report of the Company together with the Audited
Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

2. OPERATIONS:

During the financial year under review, the Company achieved total revenue of Rs. 236.74 Lakhs (previous year
Rs. 173.70 Lakhs) and profit before exceptional items and tax was Rs. 45.60 Lakhs (previous year Rs. 5.90 Lakhs)
and the Net profit after exceptional items and tax was Rs. 17.66 Lakhs (previous year Rs. 7.20 Lakhs).

3. DIVIDEND AND TRANSFER TO RESERVES:

To conserve the resources for business requirement of the Company your Directors do not recommend any
payment of dividend for the year ended 31^st March 2025.

4. CHANGE IN SHARE CAPITAL OF THE COMPANY:

Authorised Share Capital:

During the year, there is no change in Authorised Share Capital of the Company.

Paid up Share Capital:

During the year, there is no change in Paid Up Share Capital of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

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

6. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the financial year under review.

7. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public
within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("Act") read with the Companies
(Acceptance of Deposits) Rules, 2014.

8. SUBIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary/joint venture/ associate. Accordingly, there were no companies
which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

9. LISTING:

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid the requisite listing
fees to the said Stock Exchanges for the financial year 2024-2025.

10. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:

The Financial statement of the Company/ Board Report has not been revised during the financial year 2024¬
2025 as per Section 131 of the Companies Act, 2013.

11. ANNUAL RETURN:

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31st March,
2025 will be placed on the Company's website and can be accessed at www.kbs.co.in

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and
Administration) Rules, 2014 and the Articles of Association of the Company, Mrs. Namita Tushar Shah (DIN:
02870178), Director of the Company, retires by rotation at the ensuing 39^th Annual General Meeting
("AGM") and being eligible, has offered herself for re-appointment and your Board recommends her re¬
appointment.

b) Declaration from Independent Directors

The Company has received the necessary declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations 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 judgment and
without any external influence. The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions
of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates
the inclusion of an Independent Director's name in the data bank of the Indian Institute of Corporate Affairs
("IICA").

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act.
Your directors have made necessary disclosures, as required under various provisions of the Act and the
Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity
and possesses relevant expertise and experience and are independent of the management.

c) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Act and Rules framed thereunder and
Regulation 17 read with Part D of Schedule II of the Listing Regulations the Board of Directors has put in
place a process to formally evaluate the effectiveness of the Board along with performance evaluation of
each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and the Listing Regulations the evaluation of the Board and its
performance, the directors individually and the working of its Audit Committee, Stakeholders' Relationship
Committee and Nomination and Remuneration Committee including the Chairman of the Company was
carried out by the Board. The Board has evaluated the performance of each of Executive, Non-Executive and
Independent Directors considering the business of the Company and the expectations that the Board has
from each of them.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and it's performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

d) Key Managerial Personnel (KMP)

The details of Key Managerial Personnel of the Company as on 31^st March, 2025 are as follows:

During the year under review, Mr. Ashwini Ramakant Gupta was appointed as the Independent Director of
the Company.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors, to the best of their knowledge and belief and according to the information and explanations
obtained by them and as required under Section 134(3)(c) read with Section 134(5) of the Act state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

b. They have 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 on 31^st March, 2025 and of the profit of the Company for that
period;

c. They have 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. They have prepared the annual accounts 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 provisions of all applicable laws and that
such systems were adequate and operating effectively.

14. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart
from other business of the Board. The notice of Board meetings is given well in advance to all the directors of
the Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee
meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies,
meetings are called and convened at shorter notice or the resolutions are passed through circulation and later
placed in the next Board meeting. The agenda for the Board and Committee meetings include detailed notes on
the items to be discussed at the meetings to enable the directors to take informed decisions.

During the financial year under review, the Board of Directors met 09 (Nine) times, the details of which are
given in the Report on Corporate Governance, forming part of this Annual Report. The intervening gap between
two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held on 14^th February, 2025 without presence of Non-Independent
Directors and members of the management to consider the following:

i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company, taking into account the views of executive directors and
nonexecutive directors; and

iii. assessing the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the
Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of
flow of information between the Company management and the Board.

16. COMMITTEES OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted three
committees of the Board, namely:

I. Audit Committee,

II. Nomination and Remuneration Committee,

III. Stakeholders' Relationship Committee.

Details of all the Committees along with their charters, composition and meetings held during the financial year
under review are provided in the Report on Corporate Governance, forming part of this Report.

17. AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the
Listing Regulations. The members of the Committee possess sound knowledge on accounts, audit, finance,
taxation, internal controls etc.

As on 31^st March, 2025, the Audit Committee comprised of Mr. Ashwini Ramakant Gupta, Independent Director,
Ms. Sushmita Swarup Lunkad, Independent Director and Mr. Tushar Suresh Shah, Managing Director as its
members. Mr. Ashwini Ramakant Gupta is the Chairperson of the Audit Committee and the Company Secretary
and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with
respect to auditing and accounting matters. It also supervises the Company's internal control and financial
reporting process and vigil mechanism.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the
Company.

18. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the
recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for
selection, appointment and remuneration of Directors and Senior Management Personnel ('SMPs') including
criteria for determining qualifications, positive attributes, independence of a director and other related matters.
The Remuneration Policy has been placed on the website of the Company viz. www.kbs.co.in.

19. INDEPENDENT DIRECTORS' FAMILIARISATION PROGRAMME:

The Company undertakes and makes necessary provisions for appropriate induction programme for new
directors and ongoing training for existing directors. The new directors are introduced to the Company's culture,
through appropriate training programmes. Such kind of training programmes helps in developing relationship of
the directors with the Company and familiarize them with the Company processes. The management provides
such information and training either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

• build an understanding of the Company's processes and

• fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment,
duties, responsibilities and expected time commitments.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuance to the provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle
Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical
behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour.

The Company has a whistle blower policy wherein the directors and employees are free to report violations of
laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be
notified by the management to the directors and employees / workers. The mechanism also provides for
adequate safeguards against victimization of directors and employees who avail of the mechanism and also
provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality
of those reporting violation is maintained, and they are not subjected to any discriminatory practice. However,
no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee
during the financial year under review. We affirm that during the financial year under review, no director or
employee was denied access to the Audit Committee. The details of the Vigil mechanism / Whistle Blower Policy
is available on the website of the Company viz www.kbs.co.in.

21. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is
provided in Form MGT - 7 of the Annual Return. The company has uploaded the Form MGT-7 on its website in
which the details of remuneration is given and form MGT-7 is available at the following link: kbs.co.in

22. COST RECORDS:

During the financial year under review, the Central Government has not prescribed the maintenance of cost
records for any of the products of the Company under Section 148(1) of the Act

23. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is not
applicable to the Company during the year under review so there are no disclosures required under section134
(3)(o) of the Companies Act, 2013.

24. STATUTORY AUDITORS:

M/s. Bhuta Shah & Co. LLP, Chartered Accountants (FRN:101474W/ W100100), having its office at Mumbai has
been appointed as the Statutory Auditors of the Company on 30^th May, 2024 who shall hold them for a term of
five consecutive years i.e up to the conclusion of 43^rd Annual General Meeting. Further, the Auditors' Report and
Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, does not call for
any further comments and explanations. The observations of the Statutory Auditors, when read together with
the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further
comment.

25. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS BY STATUTORY
AUDITORS:

The Statutory Auditors' Report on the Audited Financial Statements of the Company for the financial year ended
31^st March, 2025 contains qualifications, reservation or adverse remarks as follows:

26. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1) of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. D N
Vora & Associates, Company Secretaries, Mumbai (M. No.: ACS 46989 /COP No.: 21254) were appointed as
Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2024¬
2025. The Secretarial Audit Report for the said financial year is appended to this report as Annexure -1 and
forms part of this Annual Report.

With respect to the observations made by the Secretarial Auditors in their report, your directors would like to
state as follows:

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of
Section 143(12) of the Act.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)
OF THE ACT:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's
Length basis. Material Related Party Transactions were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in
Form AOC-2 as Annexure - II The policy on Related Party transaction is uploaded on the Company's website
www.kbs.co.in.

28. STATEMENT REGARDING THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Director of the Company whose appointment was regularized by
the shareholders in the Annual General Meeting held on 30^th August, 2024; meet the requirements of integrity,
expertise and experience as required by Company

29. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, size and complexity of its business operations. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures,
applicable laws and regulations and that all assets and resources are acquired economically used efficiently and
adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its
compliance with operating systems, accounting procedures at all locations of the Company and strives to
maintain the standard in Internal Financial Control.

30. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis,
risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify,
evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
in this Report as Annexure - III and forms part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is

provided in a separate annexure. Further in terms of Section 136 of the Act, this Report and the Financial
Statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for
inspection at the Registered Office of the Company during the working hours and any member interested in
obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company and
the same will be furnished on request

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
for the year under review are as follows:

A. Conservation of Energy:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume
energy intensively. However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative
sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - NIL

B. Technology Absorption:

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT,
2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12) of
Companies Act, 2013.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:

The details of loans or guarantees given or investments made by the Company under the provisions of Section
186 of the Act are given under Notes to Accounts on the Financial Statements for the financial year ended 31^st
March, 2025 forming part of this Report.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going
concern status of the Company or will have bearing on Company's operations in future.

36. COMPLIANCE WITH 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 your directors confirm compliance of the
same during the financial year under review.

37. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account
/ Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from
date of issuance of 'Letter of Confirmation' by the RTA in terms of SEBI Circular No. SEBI/LAD-NRO/GN/2022/66
dated 24^th January, 2022 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25th
January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account;
renewal / exchange of securities certificate; endorsement; sub-division / splitting of securities certificate;
consolidation of securities certificates / folios; transmission and transposition received from the shareholder /
claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities
in suspense account and other related matters are not required.

38. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Our Company has been practicing the principles of good corporate governance as it is committed to maintain
the highest standards of Corporate Governance and believes in conducting its business with due compliance of
the Regulation 34 (3) read with Schedule V of the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 and other applicable laws. Integrity and transparency are key to our corporate governance
practices to ensure that we gain and retain the trust of our stakeholders at all times. The Company has duly
implemented the system of Corporate Governance and a separate report on Corporate Governance practices
followed by the Company, together with a certificate from the Company's Auditors confirming compliance
forms an integral part of this Report as Annexure - IV.

39. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has
constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no
complaint was filed before the said Committee. No compliant was pending at the beginning or end of the
financial year under review.

40. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made or proceeding initiated against the Company
under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the
financial year under review.

41. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement with Bank's or
Financial Institutions and therefore, no details of Valuation in this regard is available.

42. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out
valuation of its assets for the said purpose.

43. ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for all the guidance and co-operation received from
the shareholders, banks and other government and regulatory agencies. Your directors would also like to take
this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees
and look forward to their continued contribution and support.

By Order of the Board of Directors
For KBS India Limited

TusharSuresh Shah

Date: 29.08.2025 Chairman & Managing Director

Place: Mumbai DIN: 01729641