The Board of Directors ("Board") of Kapston Services Limited ("Kapston" or "Company") have immense pleasure
in presenting the 18th Annual Report on the business and operations of your company together with the
Audited (Standalone & Consolidated) Financial Statements for the financial year ended March 31, 2026

1. FINANCIAL HIGHLIGHTS

The summarized Financial Statements of your Company are given in the following table below:

Previous year figures have been regrouped/rearranged wherever necessary.

A detailed performance analysis on various segments, business and operations were provided in the
Management Discussion and Analysis Report which is annexed to this report.

2. STATE OF AFFAIRS/ COMPANY'S PERFORMANCE

The Company is a provider of various Manpower Solutions which includes General Staffing, Security
Services, Integrated Facilities Management Services and IT Staffing Services as per client's requirements.

Standalone

The Company recorded a total turnover including other income at INR 83,206.73 Lakhs (Previous Year
INR 68,951.64 Lakhs) up by 20.67 %; The Profit before Tax stood at INR 2,735.49 Lakhs (Previous year
INR 1,504.02 Lakhs) up by 81.88%; and the Net Profit after Tax and other comprehensive income at INR
2,736.26 Lakhs (Previous year INR 1,729.95 Lakhs) up by 58.17%.

Consolidated

The Company recorded a total turnover including other income at INR 83,189.10 Lakhs (Previous Year
INR 69,023.18 Lakhs) up by 20.52%; The Profit before Tax stood at INR 2,734.75 Lakhs (Previous year
INR 1,503.95 Lakhs) up by 81.83%; and the Net Profit after Tax and other comprehensive income at INR
2,747.02 Lakhs (Previous year INR 1,730.23 Lakhs) up by 58.77%.

3. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company has Two (2) Wholly Owned Subsidiaries and One (1) Subsidiary
Company. There are no Joint Ventures or Associate Companies within the meaning of the Companies
Act, 2013 ("the Act"). There has been no material change in the nature of the business of the subsidiaries.
Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts)
Rules, 2014, a statement containing the salient features of the financial statements of the Company's
subsidiaries / associates / Joint Ventures of the Company in Form AOC-1, is attached as Annexure-I to

this report. Further, the Company's policy on determining the material subsidiaries, as approved by the
Board, is available on the Company's website at www.kapstonservices.com.

4. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements have been prepared by the Company in accordance with the relevant
accounting standards issued by the Institute of Chartered Accountants of India (ICAI) and as per the
provisions of Section 129(3) of the Companies Act, 2013 and as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Further, pursuant to the provisions of Section 136 of the Act, the financial statements including the
consolidated financial statements, along with the relevant document's forms part of this annual report
and are available on the website of the Company . Any member desirous of inspecting or obtaining a
copy of the said financial statements may write to the Company Secretary of the Company at email ID:
cs@kapstonservices.com.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

6. DIVIDEND

The Board of Directors of the Company has not recommended Dividend for the financial year ended
March 31,2026.

7. LISTING OF EQUITY SHARES

The security name of the Company on National Stock Exchange of India Limited is Kapston Services
Limited and NSE scrip symbol is 'KAPSTON'.

The company has paid the listing fee for the financial year 2025-26.

8. TRANSFER TO RESERVES

For the financial period under review, your Company has proposed not to transfer any amount to the
General Reserves.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

The provisions of Section 124 of Companies Act, 2013 are not applicable as the Company has not
completed seven years from the date of declaration of dividend.

10. SHARE CAPITAL

During the financial year under review, the Members of the Company, through a Postal Ballot concluded
on February 28, 2026, approved the increase in the authorised share capital of the Company from
Rs.11,50,00,000 (Rupees Eleven Crores Fifty Lakhs Only) divided into 2,30,00,000 equity shares of Rs.
5 each to Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into 4,00,00,000 equity shares of Rs. 5
each.

The Members also approved the issue of 1,01,44,061 fully paid-up bonus equity shares of Rs. 5 each in
the ratio of 1 (One) bonus equity share for every 2 (Two) existing fully paid-up equity shares held by the
eligible shareholders, by capitalising a sum not exceeding Rs. 507.21 lakhs from the available reserves
(including securities premium).

Consequent to the above, as on March 31, 2026, the authorised share capital of the Company stood
at Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into 4,00,00,000 equity shares of Rs. 5 each,
and the issued, subscribed and paid-up share capital stood at Rs. 15,21,60,915 divided into 3,04,32,183
equity shares of Rs. 5 each.

During the financial year under review, your Company has not issued any shares with differential rights
and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 (hereinafter
referred as "the Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished and the Company has not issued any stock options to its employees.

11. EMPLOYEES STOCK OPTION SCHEME

There is no employees stock option scheme being implemented by the Company.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments made during the financial year ended March 31, 2026,
covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings
of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

13. DEPOSITS

During the year under review, the Company has neither invited nor accepted deposits from the public/
members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the Year under review, all contracts / arrangements / transactions entered by the Company with
related parties were in the ordinary course of business and on an arm's length basis. The particulars of
such contracts or arrangements with related parties are enclosed in Form AOC-2 as "Annexure-II" to
this report. Further details of related party transactions are provided in Notes to Financial Statements
(both Standalone and Consolidated).

The policy on dealing with RPT as approved by the Board is uploaded on the Company's website at:
www.kapstonservices.com

15. RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events to maximize the realization of opportunities. The company has initiated a process of
preparing a comprehensive risk assessment and minimization procedure. These procedures are meant
to ensure that executive management controls risk by way of a defined framework. The major risks
are being identified by the company and its mitigation process/measures being formulated in areas of
operations, recruitment, financial processes and reporting, human resources and statutory compliance.

16. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

Other than those mentioned in this Report, there has been no material changes and commitments,
affecting the financial position of your Company having occurred between the end of the financial year
to which the financial statements relate and the date of this Report. Further, it is hereby confirmed that
there has been no change in the nature of business of the Company.

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

The Company is committed to provide a safe and conducive work environment to its employees and has
zero tolerance towards any actions which may fall under the ambit of sexual harassment at the workplace.
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules thereunder. The Policy aims to promote a healthy work
environment and to provide protection to employees at the workplace and redress complaints of sexual
harassment and related matters thereto.

The policy on prevention of sexual harassment is available on the website of the company at
https://kapstonservices.eom/investors/#policies

An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee,
has been constituted to enquire into complaints, and to recommend appropriate action, wherever
required in compliance with the provisions of the Act. All employees (Permanent, Contractual, temporary,
trainees) are covered under this policy.

The present composition of ICC is as under

• Ms. Reena Rekulgikar - Presiding Officer

• Ms. Sandhya Talur Vudhar - Member

• Ms. Nitya Menon - Member

• Mr. Vishnu Mora- Member

• Ms. Renuka Chadalawada - NGO

The following is a summary of sexual harassment complaints received and disposed off during the year:

18. MEETINGS OF THE BOARD

During the year under review, 5 (Five) Meetings of the Board were held as per the Standards as outlined
in the Secretarial Standard - I. The maximum gap between two consecutive board meetings was within
the period as prescribed under the provisions of the Companies Act, 2013.

Details of the meetings of the Board along with the attendance of the Directors therein have been
disclosed as part of the Corporate Governance Report forming part of this Annual Report.

19. COMMITTEES OF THE BOARD

As of March 31, 2026, the Board has Four (4) committees and has constituted the following committees,
under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as applicable, which are in place and discharging their functions as per
terms of reference entrusted by the Board from time to time:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition, attendance, powers, and roles of the Committees are included in the Corporate
Governance Report which forms part of this Annual Report. During the year, all recommendations of the
Committees were accepted by the Board.

20. CORPORATE GOVERNANCE

Your company practices the best corporate governance procedures to uphold the true spirit of law,
integrity, and transparency by adhering to our core values with an objective of maximizing stakeholders
value. The Report on Corporate Governance, pursuant to the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-III, and a certificate obtained from
the Secretarial Auditors confirming compliance with Corporate Governance requirements as provided in
the aforesaid Regulations is annexed to this report.

21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has adopted a policy as per Section 178(3) of the
Companies Act, 2013 for determination of remuneration and the manner of selection of the Board of
Directors, CS, CFO and Managing Director.

Criteria for selection of Non-Executive Director

» The Non-Executive Directors shall be of high integrity with relevant expertise and experience in the
fields of Service Industry, Marketing, Finance, Taxation Law, governance and general management.

» In case of appointment of Independent Directors, the committee shall satisfy itself with regard to the
criteria of independence of the directors vis-a-vis the company so as to enable the board to discharge
its function and duties effectively.

» The committee shall ensure that the candidate identified for appointment as a director is not
disqualified for appointment under Section 164 of the Companies Act, 2013.

» The committee shall consider the following attributes, whilst recommending to the board the
candidature for appointment as a director:

• Qualification, expertise and experience of the directors in their respective fields.,

• Personal, professional or business standing.;

• Diversity of the Board.

• In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the
performance evaluation of the Directors and their engagement level.

Remuneration

The Non-Executive Directors shall not be entitled to receive remuneration except by way of sitting fees,
reimbursement of expenses for participation in the board/committee meetings and commission. The
Independent Director of the company shall not be entitled to participate in the Stock Option Scheme
of the company. The aggregate commission paid to the Non-Executive Directors is within the statutory
limit of the company.

Criteria for selection/appointment of Managing Director, Executive Director, CS and CFO

For the purpose of selection of the Managing Director, Executive Director, Company Secretary and
Chief Financial Officer, the Committee shall identify persons of integrity who possess relevant expertise,
experience and leadership qualities required for the position.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and
other qualifications as laid down under Companies Act, 2013, or other applicable laws.

Remuneration to Managing Director and Executive Director

• At the time of appointment or re-appointment, the Executive Director and Managing Director shall
be paid such remuneration as may be mutually agreed between the Company (which includes the
Committee and the Board of Directors) and the Executive Director/ Managing Director, within the
overall limits prescribed under the Companies Act, 2013.

• The remuneration shall be subject to the approval of the members of the Company in General Meeting
in compliance with the provisions of the Companies Act, 2013.

Remuneration Policy for the Senior Management Employees including CFO & CS

In determining the remuneration of Senior Management Employees, the committee shall ensure/
consider the following:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
the person, to ensure the quality required to run the Company successfully;

ii. there is a balance between fixed and incentive pay, reflecting short and long term performance
objectives appropriate to the working of the Company and its goals

The policy relating to remuneration of Directors, Key Managerial Personnel, Senior Management
and other employees is available on the website of the Company https://kapstonservices.com/
investors/#policies

22. BOARD EVALUATION AND ASSESSMENT

The Board of Directors have carried out an annual evaluation of its own performance, Board committees
and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the
Companies Act, 2013. A structured questionnaire was prepared after taking into consideration inputs

received from the Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, execution and performance of specific duties by the Board
of Directors, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors were evaluated by the Board after seeking inputs from all
the Directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
members based on the criteria such as the composition of Committees, effectiveness of Committee
meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the
individual Director.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance
of the Board as a whole and performance of the Chairman was evaluated, taking into account the
views of executive director and non-executive directors. The Independent Directors also assessed the
quality, frequency and timeliness of flow of information between the Board and the management that is
necessary for effective performance.

The Board of Directors have carried out an annual performance evaluation of Individual Directors
including the chairman of the Company, the Board as a whole and its committees thereof, pursuant to
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

• Performance evaluation criteria is determined by the Nomination and Remuneration Committee.

• A structured questionnaire was prepared to evaluate the performance after seeking inputs from the
Directors, covering various aspects of the Board's functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations, and governance.

• A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution at meetings, independence, safeguarding the interest of the Company and its minority
shareholders, etc.

• The performance evaluation of the Independent Directors was carried out by the entire Board
(excluding the Director being evaluated), after seeking inputs from all the directors on the effectiveness
and contribution of the Independent Directors. The Process and criteria evaluation of Performance
of Independent Directors is explained in the Corporate Governance report which forms part of the
Annual Report.

• The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee members based on criteria such as the composition of Committees, effectiveness of
Committee meetings, etc.

• The Board reviewed the performance of individual Directors based on the contributions made during
the Board and Committee meetings.

• In a separate meeting of Independent Directors, the performance of Non-Independent Directors, and
the performance of the Chairman was evaluated, taking into account the views of executive directors
and non-executive directors. The Independent Directors also assessed the quality, frequency, and
timeliness of flow of information between the Board and the management that is necessary for
effective performance.

• The Board of Directors has expressed their satisfaction with the evaluation process.

23. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the
time of their appointment and on an ongoing basis. The Familiarisation Program was conducted with an
objective to provide an opportunity to familiarise the independent directors related to the nature of the
industry, the Business model of the company, and the roles, rights, and responsibilities of independent
directors. They have the full opportunity to interact with Senior Management personnel and Heads of

the department and are provided with all documents as required and sought by them to enable them to
have a good understanding.

The details of such Familiarisation Program and other disclosures as specified under the Listing regulations
are available on the Company's website at www.kapstonservices.com

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2026, the Board comprises Six (06) Directors viz., Three (03) Independent Directors
including One Woman Independent Director, One (01) Non-Executive Non-Independent Director, and
Two (02) Executive Directors.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Associations of the Company, Dr. Ramachandra Naidu Cherredi (DIN: 02096757), retires by rotation at
the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment. The
Board recommends his re-appointment.

Changes in directorate
Reappointment of Independent Directors

During the year under review, the Members, through Postal Ballot concluded on April 26, 2025, approved
the re-appointment of Mr. K. Nageswara Rao (DIN: 08734786) as an Independent Director of the
Company for a second term of five consecutive years with effect from April 29, 2025, based on the
recommendations of the Nomination and Remuneration Committee and the Board of Directors.

Appointment and Resignation of KMP

As on date of this report, Mr, Srikanth Kodali, Managing Director, Dr. Ramachandra Naidu Chereddi,
Executive Chairman, Mr. Kapil Sood, CFO and Mr. K. Ramesha, Company Secretary are Key Managerial
Personnel of the Company in accordance with the provisions of Section(s) 2(51) and 203 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of Managing Personnel) Rules,2014.

During the year under review, Ms. Triveni Banda resigned as Company Secretary with effect from January
27, 2026 and Mr. K. Ramesha was appointed as Company Secretary with effect from April 24, 2026.

Further, the Members, through Postal Ballot held on April 16, 2026, re-appointed Mr. Srikanth Kodali as
Managing Director of the Company for a further period of three (3) years with effect from February 6,
2026, at an annual remuneration of Rs. 3,60,00,000.

25. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors as required under section
149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the
Listing Regulations stating that they meet the criteria of independence. There has been no change in the
circumstances affecting their status as independent directors of the Company.

The Board has reviewed the integrity, expertise, experience, and requisite proficiency of the independent
directors and confirmed that the Independent Directors fulfill the conditions specified in the SEBI
Listing Regulations and are independent of the management and the same is given in the Corporate
Governance Report. As prescribed under Listing Regulations and according to Section 149(6) of the Act,
the particulars of Non-Executive and Independent Directors (as of the date of signing this report) are as
under:

1. Mr. Nageswara Rao Koripalli

2. Mr. Naveen Nandigam

3. Ms. Vanitha nagulavari

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and
information and explanations received from the Company, confirm that:

a. in the preparation of the accounts for the year ended March 31, 2026, the applicable standards have
been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently, and made judgments and
estimates that were 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 profit and loss of the Company for the year under review;

c. they 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. they have prepared annual accounts of the Company 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 provision of all applicable laws and that
such systems were adequate and operating effectively.

27. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company can be
accessed at https://kapstonservices.eom/investors/# annual-return-and-notice

28. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy
vision to actively participate, contribute and impact not just individual lives but create a difference on a
social level as well.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established the CSR Committee.

The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is
available on the Company's website at https://kapstonservices.eom/investors/# policies

During the financial year 2025-26, the Company has spent Rs. 20 Lakhs towards CSR expenditure. The
Company has contributed CSR funds that were aligned with Schedule VII of the Companies Act, 2013.

The disclosure of contents of CSR policy pursuant to provisions of Section 134(3)(o) of Act and Rule 9 of
the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure IV to the
Board's Report.

29. PARTICULARS OF EMPLOYEES

The information relating to remuneration and other details as required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is provided as an Annexure V to this report.

Pursuant to the provisions of the first proviso to Section 136(1) of the Act, the annual report excluding
the remuneration details of top ten employees is being sent to the Members of the Company. Any
member interested in obtaining such information may write to the Company Secretary and the same will
be furnished on request.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report
for the year under review, is presented in a separate section, forming a part of the Annual Report.

31. AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/S NSVR and Associates LLP, Chartered Accountants, (Firm Registration No.0008801S/S200060),
Statutory auditors of the company were appointed for a period of five years by the shareholders of the
Company to hold office from the conclusion of the 14th Annual General Meeting till the conclusion of
19th Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent
from the Auditors to their continued appointment and also a certificate from them to the effect that their
existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013
and rules made thereunder.

The Board has duly examined the Statutory Auditors' Report to the financial statements, which is
self-explanatory. The Auditors report for Financial Year 2025-2026 does not contain any qualification,
reservation or adverse remark for the year under review. The Auditor's Report is enclosed with the
financial statements in this Annual Report. During the year under review, the Auditors have not reported
to the Audit Committee any instances of fraud committed against the Company by its officers or
employees under Section 143(12) of the Act and therefore no details are required to be disclosed under
Section 134(3) (ca) of the Act.

SECRETARIAL AUDITOR

M/s VCAN & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of
the Company for a period of 5 years at 17th Annual General Meeting i.e., from April 01, 2025, to March
31,2030.

M/s VCAN & Associates have submitted the Secretarial Audit Report for the year ending 31 March 2026
which is annexed to this Board's Report as Annexure-VI.

As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in addition
to the abovementioned Secretarial Audit Report, listed company is also required to obtain an Annual
Secretarial Compliance Report from a practicing Company Secretary w.r.t. the compliances of all
applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the
same has been obtained and filed with the concerned Stock Exchanges.

Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment)
Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary
that none of the directors on the Board of the company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any
such statutory authority.

The said Certificate has been obtained from the Mr. DS Rao, Practicing Company Secretary, which is
annexed to this Board's Report as Annexure - IIIA.

COST AUDIT

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Act, is not applicable to the Company and accordingly such accounts and records are not made
and maintained.

INTERNAL AUDITOR

The Board based on the recommendation of the Audit Committee, has appointed TAN & Associates,
Chartered Accountant (Firm Registration No. 024082S) as the Internal Auditors for the financial year
2025-2026. On a quarterly basis, Internal Auditors give presentations and provide a report to the Audit
Committee of the Company.

32. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. Based on the audit reports your company undertakes corrective action in their respective
areas and strengthen the controls.

The Board of Directors of the Company have adopted various policies like Related Party Transactions
policy, Whistle Blower Policy, code of conduct for regulating, monitoring and reporting insider trading
and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board has
approved the code of conduct for prohibition of insider trading and the same is being implemented by
the Company.

33. 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

During the financial year under review, there were no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's operations in the
future.

34. VIGIL MECHANISM

In compliance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company
has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and
employees in confirmation with the above laws, to report concerns about unethical behaviour.

The details of the Policy is also available on the website of the Company https://kapstonservices.com/
investors/#policies

The policy provides for a framework and process, for the employees and directors to report genuine
concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and
unethical behaviour to the Chairman of the Audit Committee.

35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,TECHNOLOGY ABSORPTION

Considering the nature of activities of the Company, the provisions of Section 134(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy,
Research and Development, Technology Absorption are not applicable to the Company.

36. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year under review there is no foreign exchange earnings and outgo.

37. COMPLIANCE WITH THE SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable
provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI")
and notified by the Ministry of Corporate Affairs ("MCA").

38. DISCLOSURE OF ACCOUNTING TREATMENT

The Company in the preparation of financial statements has followed the treatment laid down in the
Accounting standards prescribed by the Institute of Chartered Accountants of India. There are no audit
qualifications on the Company's financial statements for the year under review.

39. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by
allowing paperless compliance by the Companies and permitting the service of Annual Reports and
other documents to the shareholders through electronic mode subject to certain conditions and the
Company continues to send Annual Reports and other communications in electronic mode to those
members who have registered their email IDs with their respective depositories. Members may note that
Annual Reports and other communications are also made available on the Company's website https://
www.kapstonservices.com and websites of the Stock Exchanges i.e., National Stock Exchange of India
Limited.

40. HUMAN RESOURCES

The Company considers its Human Resources as the key to achieving its objectives. Our HR and Operations
Department works closely with Senior Management to devise strategies that attract talent and enhance
capabilities. The employees are sufficiently empowered and enabled to work in an environment that
inspires them to achieve higher levels of performance. It is the unwavering commitment of our employees
that propels us forward and enables us to fulfil the Company's vision. Your Company appreciates the
contribution of its dedicated employees. We believe that our employees are our most valuable asset.
Your Company is also focused on the overall well-being of its employees. We are committed to creating
a positive work environment that prioritizes the health, safety, career growth and development of our
employees. The Company took various initiatives to keep the employees productive and engaged with
various employee training and awareness programs. we strengthen our collective capabilities and pave
the way for continued success

41. MATERNITY BENEFITS

In accordance with the provisions of the Maternity Benefits Act, 1961 and the rules made thereunder,
the Company has complied with all requirements relating to maternity benefits and welfare measures for
women employees.

42. OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

• There are no applications made or any proceeding pending against the Company under Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

• There are no instances of one-time settlement during the financial year.

• Various policies as approved by the Board of Directors in accordance with the provisions of
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 is hosted on the company's website at
https://kapstonservices.com/investors/#policies

• Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

• Issue of equity shares with differential voting rights as to dividend, voting, or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

43. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, various State Governments
and Company's Bankers and advisors for the valuable advice, guidance, assistance, co-operation, and
encouragement they have extended to the Company from time to time. The Directors also take this
opportunity to thank the Company's Clients, partners, investors, Employees and all other Stakeholders,
Regulators and Stock Exchange for their consistent support to the Company

Place: Hyderabad
Date: August 10, 2026

For and on behalf of the Board

Kapston Services Limited

Sd/-

Dr. Ramachandra Naidu Chereddi

Executive Chairman
DIN 02096757