The Directors have pleasure in submitting their 39^th Annual report on the business and operations
of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year
ended 31^st March, 2024.

FINANCIAL RESULTS

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

(Amt.in “000”!

REVIEW OF OPERATIONS

During the year under review, your Company has reported revenue of Rs. 156.50 lakhs from
operations Financial Year 2023-24 as against the Rs. 3355.20 Lakhs revenue of Last year.

DIVIDEND

No dividend was declared for the Financial Year ended 31^st March, 2024 by the Board of Directors.
GENERAL RESERVES

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

SHARE CAPITAL

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

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.

SUBSIDIARIES

The Company is not having any subsidiary company.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

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

Declaration by an Independent Director

(a) Annual Evaluation of Board Performance and Performance of its Committees
and of Directors:

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

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

The 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.

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

BOARD AND COMMITTEE MEETINGS

BOARD MEETINGS

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

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

The Board met Eight times in the Financial Year 2023-24 viz. on 16.05.2023, 25.05.2023,
19.07.2023, 11.08.2023, 30.08.2023, 08.11.2023, 22.01.2024 and 14.02.2024.

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, 2024 is as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee

(iii) Stakeholder Relationship Committee

COMMITTEE MEETINGS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2024,
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, 2024 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.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITOR

M/s. SGR & Associates LLP, Chartered Accountants (FRN: 022767N) as the Statutory
Auditors of the Company for term of five years from F.Y. 2022-23 to F.Y. 2027-28. Pursuant
to the provisions of section 139 of the Act, M/s SGR & Associates LLP, Chartered

Accountants (Firm Registration No. 022767N) were appointed as the Statutory Auditors of
the Company, for a term of five years, to hold office from the conclusion of the 38^th AGM held
on September 29, 2023 till the conclusion of the 43^rd AGM.

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

The Financial Statements and the Auditor's Report for the financial year ended on 31^st
March, 2024 are free from any qualification, reservation, observation and adverse remark;
further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with
the Financial Statements in this Annual Report.

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company had appointed M/s PARISA SHARMA & ASSOCIATES, COMPANY
SECRETARIES as the Secretarial Auditor of your Company to undertake the Secretarial
Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is annexed
herewith marked as Annexure-2 to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

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.

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-4.

VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has
adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the 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.

NOMINATION & REMUNERATION COMMITTEE

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

REMUNERATION POLICY

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

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are legal & regulatory risk. Your company has
established a comprehensive risk management policy to ensure that risk to the 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.

RELATED PARTY TRANSACTION

The Board has formulated and adopted a Related Party T ransactions Policy for the purpose
of identification, monitoring and reporting related party transactions. The policy is
available on company's website.

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.

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

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

DISCLOSURES
Meeting of the Board

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

Particulars of Loans given, Investments made, Guarantees given and Securities
provided

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

Particulars relating to conservation of energy and technology absorption stipulated in the
Companies (Accounts), 2014 are not applicable to Kalpa Commercial Limited.

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

AUDIT COMMITTEE

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

INDUSTRIAL RELATIONS

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

INVESTOR RELATIONS

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

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.

For Kalpa Commercial Limited

Ishant Malhotra
Managing Director
DIN:06459062

Date: September 02, 2024
Place: Delhi