The financial Summary:-

(Rs. In Lacs)

FINANCIAL PERFORMANCE

Company’s sales and other income for FY 2024-25 is Rs. 2438.69 (Lacs) as compared to Rs. 1654.34 (lacs)/- of
previous FY i.e., 2023-24 showing increase of 47.41%.The Company earned profit after tax Rs. 159.43 (lacs) as
compared to Rs. 101.24 (lacs) in previous year. Company earned profit during F.Y 2024-25 due to Capital
Gain.

TRANSFER OF RESERVES

Company has transferred 1067.32 lakhs amount to General Reserve.

LISTING INFORMATION

The Company Shares are listed as follows:

SHARE CAPITAL

The Authorised Capital of the Company as on 31st March, 2025 is Rs.25,00,00,000/- divided into 2,50,00,000
Equity Shares of Rs. 10/- each. The Authorized Share Capital of the Company has increased pursuant to the
approval of members on 19th June, 2024 from Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into
1,00,00,000/- (One Crore) Equity Shares of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores
Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/- each.

The paid up share capital of the Company as on 31st March, 2025 is Rs. 89,730,000/-.

DIRECTORS RESPONSIBILITY STATEMENT

As required by section 134 (3) (c) of Companies Act 2013.Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are
no material departures from the same;

b) the Directors 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) 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

f) 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.

DEPOSITS

During the financial year 2024-25, the Company has not accepted any deposit within the meaning of Sections 73

and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIALS ORDER PASSED BY THE REGULATORS,
COURTS, TRIBUNAL

No significant and material order has been passed by the regulator, courts, tribunals impacting the going concern
status and Companies operations in future.

CORPORATE SOCIAL RESPONSIBILTY

Provisions of Corporate Social Responsibility pursuant to the provisions of the section 135 of the Companies Act
2013 is not applicable on our company.

RISK MANAGEMENT

Risk management is the process of identification, assessment, and prioritization, of risk followed by coordinated
efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to
maximize the realization of opportunities. The Company has laid a comprehensive risk assessments and
minimization procedure which is reviewed by the audit committee and approved by Board.

INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the
policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of Kandarp
financial information.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties during the financial year 2024-25, were on an arm’s length basis and
were in ordinary course of Business and the provisions of section 188 of the Companies Act, 2013 are not
attracted. The disclosure in form AOC-2 is given Annexure III. Further, there are no materially significant related
party transactions during the year made by the Company with promoter, Directors, Key Managerial personnel or
other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the audit committee for approval. Prior omnibus approval of the
audit committee is obtained for the transaction which is of a foreseen and repetitive nature. Transaction entered
into pursuant to omnibus approval so granted along with statements giving details of all related party transaction
are placed before the audit Committee.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has
formulated a Policy on Related Party Transactions which is also available on Company’s website at
www.kdsbpo.com.

DIRECTORS

Mrs. Meenakshi Pathak (DIN: 02009605), Whole time Director

being eligible, offer himself for reappointment.

The above is subject to approval of the Shareholders in the ensuing Annual General Meeting.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive
and international market. The policy reflects the Company’s objectives for good corporate governance as well as
sustained long-term value creation for shareholders. The Remuneration Policy applies to the Company’s senior
management, including its Key Managerial Person and Board of Directors. The Nomination and Remuneration
Policy for the members of Board and Executive Management is available on the Company’s website,
www.kdsbpo.com

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

In accordance with the provisions of Schedule IV of the Companies Act 2013, a separate meeting of the
Independent Directors was held properly without the attendance of Non-Independent Directors and Members of
the Management. The Committee has reviewed the performance and effectiveness of the Board in this meeting as
a whole for the Financial Year 2024-25.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013
are as follows:-

Mr. Sunil Kumar Rai: - Managing Director (DIN: 01989744)

Mrs. Meenakshi Pathak: - Whole Time Director (DIN: 02009605)

Mr. Pankaj Rai- Non-Executive Director (DIN: 05250574)

Mr. Parbind Jha: - Chief Financial Officer

Ms. Anisha Kumari was appointed as whole time company secretary and compliance officer w.e.f.30.05.2024
NUMBER OF BOARD MEETINGS OF BOARD OF DIRECTORS.

The Board of Directors duly met Six times during the financial year 2024-25 for which proper notices were given
and the proceedings were properly recorded in the Minutes Book maintained for the purpose.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing remuneration in excess of the limits set out in the said
rules.

DISCLOSURE BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.

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

The company has a policy and it provides for protection against sexual harassment of woman at work place and
for prevention and redressal of such complaints.

The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no
complaints were received against the sexual harassment at workplace.

STATUTORY AUDITOR

M/s. Karmv & Co., Chartered Accountants, (Firm Registration No. 023022N), New Delhi, were appointed
as the Statutory Auditors of the Company. The Auditor’s report for the Financial Year ended 31st March, 2025
has been issued with an unmodified opinion, by the Statutory.

SECRETARIAL AUDITOR

The Board has appointed Mrs. Neha Mehra, Practicing Company Secretary to conduct the Secretarial Audit
of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith to this Report.

COST AUDIT

Provision given under section 148 of Companies Act, 2013 and rule 14 of company (audit and auditor) rules,
2014, not applicable for our company.

VIGIL MECHANISM

The Company has framed a vigil mechanism/whistle blower policy to deal with unethical behavior actual or
suspected fraud or violation of the Companies Code of Conducts or ethics policy, if any. The Vigil Mechanism/
whistle blower policy has been uploaded on the website of the Company.

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

The Details of loans, guarantees or investments covered under the provision of under Section 186 of the
Companied Act, 2013 are given in the Note to the Financial Statement.

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

The provision of Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not
applicable on our company.

OTHER DISCLOSURES

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and

(b) instance of one-time settlement with any bank or financial institution

APPRECIATION AND ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain
as industry leaders.

The board places on record its appreciation for the support and co-operation your company has been receiving
from its suppliers, retailers, dealers and other associated with the company. Our company looks upon them as
partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavour to
build and nurture strong links on mutuality of benefits, respect for and co-operation with each other, consistent
with consumer interests.

The Directors also take the opportunity to thank all shareholders, clients, vendors, Banks, Government and
Regulatory authorities and stock exchanges, for their continued support.

For and on behalf of the Board of Directors
Kandarp Digi Smart BPO Limited

Sunil Kumar Rai
Chairman-cum-Managing Director

Place:-Delhi