Kalyani Investment Company Ltd

DIRECTORS' REPORT

To

The Members,

The Directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended March 31, 2024.

1. Financial Highlights (on stand-alone basis)

2. Dividend & Reserves

The Directors do not recommend any Dividend on Equity Shares for the financial year ended March 31, 2024. During the year under review, it is proposed to transfer ? 114.38 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act, 1934). An amount of ? 2,039.63 Million is proposed to be retained as Retained Earnings.

3. Management Discussion and Analysis (MD&A)

Management Discussion and Analysis (MD&A) for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented as a part of the Corporate Governance Report.

4. Corporate Governance

Your Company has consistently promoted and demonstrated the highest standards of Corporate Governance culture. The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholder value. The Report on Corporate Governance as stipulated under Listing Regulations, is presented in a separate section forming part of this Annual Report. The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries, Pune, certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.

5. Deposits

During the year under review, the Company has not accepted any deposits from the public.

6. Directors

Mr.B.B. Hattarki, Independent Director of the Company, completed his Second Term of 5 (Five) years on March 31, 2024 and accordingly ceased to be the Director of the Company with effect from April 1, 2024. The Board places on record its profound appreciation for the guidance and significant contributions made by Mr.Hattarki during his tenure as a Director of the Company.

Mrs.Shruti A. Shah, Independent Director of the Company is seeking re-appointment for a Second Term of 5 (Five) consecutive years with effect from February 7, 2025 to February 6, 2030.

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.R.K. Goyal, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors of the Company have recommended these re-appointments and hence, they form a part of the Notice of the Annual General Meeting and are recommended for your approval. Profiles of these Directors are given in the Report on Corporate Governance for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. In the opinion of the Board, there exist no circumstances or situations that could impair or affect the ability of Independent Directors towards discharging their duties.

6.1 Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Board, along with Nomination and Remuneration Committee, evaluated its own performance, as well as the performance of its Committees, Independent Directors and the Chairperson.

The performance evaluation of the Committees was done on the basis of parameters such as composition, terms of reference, fulfillment of roles and responsibilities, handling critical issues, frequency of meetings etc. A structured questionnaire was prepared covering the above areas of competencies and feedback was sought on the same.

The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best practices, domain knowledge, vision, strategy, engagement with senior management etc.

The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors, the Board as a whole and of Chairman of the Company after taking into account the views of Non-Executive Directors. The quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to perform their duties effectively and reasonably were also reviewed.

6.2 Nomination & Remuneration Policy

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the Listing Regulations. The Policy is hosted on the website of the Company at the Web-link viz www.kalyani-investment.com/ financial/policies.

6.3 Meetings of the Board

During the Financial Year 2023-24, five Board Meetings were convened and held. A separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was also held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

7. Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;

ii) 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, 2024 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended March 31, 2024, on a '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 were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Your Company has nothing to report on the aforesaid matters since your Company is not engaged in manufacturing, neither has any foreign collaboration and nor has exported and / or imported any goods or services.

9. Corporate Social Responsibility

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is hosted on the website of the Company at the Web-link viz. www.kalyani-investment.com/financial/policies

10. Related Party Transactions

The Company has a well-defined process of identification of related parties and transactions with related parties. All of the transactions entered by the Company with related parties during FY 2023- 24, were in the ordinary course of business and on an arm's length basis and carried out with prior approval of the Audit Committee, in terms of the provisions of the Companies Act, 2013, Listing Regulations and in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

The transactions entered into pursuant to the approval so granted were placed before the Audit Committee for its review on a quarterly basis. Related Party disclosures as per Ind AS have been provided in Note 27 to the Financial Statements.

The policy on Related Party Transactions in line with requirements of the Listing Regulations and as approved by the Board is uploaded on the website of the Company at the Web-link viz. www.kalyani-investment.com/ financial/policies

11. Risk Management

Your Company recognizes that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

During the year, the Company has also reviewed the Risk Management Framework which lists out the principles and approach to the Risk Management process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Company's performance.

The policy on Risk Management, as approved by the Board, is uploaded on the website of the Company at the Web-link viz. www.kalyani-investment.com/financial/policies

12. Audit Committee

As on March 31, 2024, the Audit Committee comprised of Mr.B.B. Hattarki, Chairman and Mr.R.K. Goyal, Mr.S.K. Adivarekar and Mr.S.G. Joglekar as other members of the Committee.

In view of completion of second term of Mr.B.B. Hattarki, Independent Director on March 31, 2024, the Board of Directors in its meeting dated February 13, 2024, reconstituted the Audit Committee with effect from April 1, 2024 to consist of Mr.S.G. Joglekar, Chairman and Mr.R.K. Goyal, Mr.S.K. Adivarekar and Mrs.Shruti A. Shah as other members of the Committee.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2023-24.

13. Auditor and Auditor's Report

M/s. P G Bhagwat LLP, Chartered Accountants, Pune (Firm Registration No. 101118W/W100682) are the Auditors of the Company until the conclusion of Eighteenth Annual General Meeting to be held in 2027.

The Notes on Financial Statements referred to in the Auditor's Report of M/s. P G Bhagwat LLP are self-explanatory and hence do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.

14. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure "B" of the Director's Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except the following observation :

The Company had submitted Consolidated Financial Results to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for the financial year ended on March 31, 2023 on June 2, 2023 with a delay of 3 days and paid the fine of ' 17,700/- (including GST) each to BSE & NSE on July 3, 2023.

The delay was on account of delayed availability of results of Associate Company.

The Company is in compliance with the Secretarial Standards issued by the Council of the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

15. Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "C".

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@kalyani-investment.com

16. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, filed with Registrar of Companies, is available on the website of the Company at the Web-link viz. www.kalyani-investment.com

17. Whistle Blower Policy

Your Company has devised an effective whistle blower mechanism through Whistle Blower Policy, wherein the Employees / Directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company, report the instances of divulgence of Unpublished Price Sensitive Information (UPSI) and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avails of the mechanism.

During the year under review, the Company has not received any complaint under the said mechanism. The Whistle Blower Policy, as approved by the Board, is uploaded on the website of the Company at the web-link viz. www.kalyani-investment.com/financial/policies

18. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

19. Internal Financial Controls

The Company has designed and implemented a comprehensive Internal Financial Controls System over financial reporting to ensure that all transactions are authorized, recorded and reported correctly in a timely manner. The Company's Internal Financial Controls over financial reporting provides reasonable assurance over the integrity and reliability of financial statements of the Company. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

The Company has worked out internal Standard Operating Procedures which lays down roles, responsibility and actions required to be undertaken during each and every transaction.

The Internal Audit Plan is also aligned to the business objectives of the Company which are reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

20. Material Changes and Commitments, if any, affecting Financial Position of the Company

There are no adverse material changes or commitments occurring after March 31, 2024, which may affect the financial position of the Company or may require disclosure.

21. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

22. Familiarization Programme

All Board members of the Company are accorded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. All the information sought by them is also shared with them to enable them to have a good understanding of the Company, its various operations and the industry of which it is a part. The Company also makes detailed presentations to the entire Board including Independent Directors on the Company's operations and business plans, strategy and domestic business environment. This provides an opportunity to the Independent Directors to have direct interaction with Senior Management of the Company.

The details of programmes for familiarization of Independent Directors with the Company are uploaded on the website of the Company at the Web-link viz. www.kalyani-investment.com/financial/ policies

23. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

As on March 31, 2024, the Company has one associate Company. A statement containing the salient features of the financial statement of the Associate Company, in the prescribed format AOC-1, is annexed hereto as Annexure "D".

24. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.

25. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company's office premises are covered under the Policy. During the year under review, no complaint was filed pursuant to the said POSH Act.

26. Acknowledgement

The Directors take this opportunity to express its deep gratitude for the continued co-operation and support received from all of its valued stakeholders.