Kalyani Cast-Tech Ltd

To,

Kalyani Cast-Tech Limited

The Board of Directors of the Company have great pleasure in presenting the 12^th Boards' Report of the Company together with Audited Financial Results for the year ended March 31, 2024. This report states compliance as per tlie requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

? FINANCIAL HTGHLIGHTS:

The highlight of the Standalone and Consol?date financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

i Standalone FY 2023-2024 (Amt in INR Lakhs)

Consolidated FY 2023-2024 (Amt in INR Lakhs)

? OPERATIONAL RESULTS AND STATE OF COMPAN Y AFFAIRS:

During the year under review, the Company has eamed a total revenue from operations of Rs. 9447.71 Lakhs for the year ended March 31, 2024 as against Rs. 6327.01 Lakhs in the previous financial year. The Company has recorded a profit (PBT) of Rs. 1317.08 Lakhs for the year ended March 31, 2024 as compared to Rs. 1076.97 Lakhs in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 960.21 Lakhs as compared to Rs. 805.08 Lakhs in the previous financial year. Eamings per share (EPS) for the financial year 2023-24 is Rs. 16.43, showing an increase from the previous year's Rs. 16.06.

The increase in profits can be attributed to the enhanced performance of the company. The Board assures stakeholders that ?ie management is fully committed to implementing comprehensive strategies aiming at maximizing the company's profitability.

? DECLARATION OFDIVIDEND

You Company does not recommend any dividend for the year under review and profit ploughed back for then busmess.

? TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies AcL 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no firnds which were required to be transferred to Investor Education and Protection Fund.

? TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provisi?n of section 134(3)(j) of the Companies Act, 2013, Rs. 960.21 Lakhs were transferred, being the Profit of the period to the general reserves account of the Company during the year under review. The company has a closing balance of Rs. 4317.33 Lakhs as Reserves and Surplus as on March 31,2024.

? CHANGE INNATURE OF BUSINESS:

The Company is engaged in ?ie business of manufacturmg of wide product range of castings, mcluding fmished components and are specialists in various types of cargo contamers viz ISO contamers 20', 40' and other special contamers mcluding dwarf containers, cubiod containers, special containers for parcel cargo, contamers for two & three wheelers as per International Standards.

During the year, Your Company has not changed its busmess or object and contin?es to be in the same line of business as per main object of the company.

? MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATES AND Tf?F, DATE, OF THIS REPORT:

There are no material changes and commitments affecting the fmancial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

? SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impactmg the going concern status and Company's operations in future.

? DEPOSITS:

The Company has neither accepted ?or renewed any deposits falling within the purview of Section 73 of tlie Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

? INITIAL PUBLIC OFFER:

During the year under review, your Company has successfully completed its Initial Public Offer (IPO) and has infused funds by offering 21,66,000 freshEquity Shares (the "Fresh Issue") to the public. Fresh Issue (the "IPO") was offered to various categories of investors including Qualified Instihitional Buyers, Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as permitted under ?ie SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The Equity Shares of the Company are listed on November 17, 2023 on the Bombay Stock Exchange Limited ("Stock Exchange") on the BSE-SME Platform.

All the Equity shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN no. allottedto the Equity shares of the Company is INE0N6U01018.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 8,00,00,000/- (Rupees Eight Crore) divided into 8,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 7,18,05,000/- (Rupees Seven Crore Eighteen Lakh Five Thousand Only) divided into 71,80,500 Shares of Rs. 10/- each.

? DISCLOSURES RELATING TO HOLDING, S?BSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The company have One (1) Subsidiary Company. The Company do not have any Associate Company, or Joint Venture as on March 31,2024. ?or any company ceased to be a Holding, Subsidiary, Associate Company or Joint Venture during the period under review.

01. KMT ENGINEERING PRIVATE LIMITED incorp?rate on 17^th February, 2024

? LIS TING OF SHARES:

The Company's equity shares are listed on SME platform of Bombay Stock Exchange of India Limited with Symbol KALYANI. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2024-25.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31^st March 2024.

*During the Financial Year 2023-24 there were no changes in the composition of the board. INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, liad committed to perform the test within time limit stipulated under the act.

DIRECTORS LIADLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE- APPOINTED

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Pursuant to ?ie provisions of Section 152 of the Companies Act, 2013, Ms. Jayashree Kumar (DIN: 02933321) Wliole time Director of the Company retires by rotation at the ensuing Aimual General Meeting and being eligible, has offered herself to be re-appointed as Whole t?ne Director of the Company.

The Board recommends the re-appointment of Ms. Jayashree Kumar (DIN: 02933321) Whole time Director of the Company liable to retire by rotation. Brief profile of the directors seeking appointment/re-appomtment and other details has been given in "Annexure-1" of the notice of the ensuing AGM.

BOARD MEETINGS DURING THE FINANCIAL YEAR 2023-24

The Board meets at regular intervals to discuss and take a view of the Company's policies and strategy apart from other Board matters. The Board of Directors met 15 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Acl. 2013 and rules made thereunder. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Fifteen Board Meetings were held as under:

Attendance of Directors in the Board Meeting:

COMMITTEES OF THE BOARD

The Board of Directors has constituted the followmg Committees to effectively delib?rate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

NUMBER OF COMMITTEE MEETING:

During the financial year 2023-24, the Audit Committee convened 8 (Eight) times to delib?rate on crucial financial matters and ensure compliance with regulatory standards. The Stakeholders Relationship Committee meeting was held 1 (once) during the year to address stakeholder concerns and enhance stakeholder engagement. Furthermore, the Nomination and Remuneration Committee convened 2 (two) times to assess the performance of the board and carry out remuneration-related discussions. The active collaboration of committee members led to impactful discussions and valuable insights during these meetings.

Furthermore, to uphold regulatory requirements, the Independent Directors convened a sep?rate meeting on March 26, 2024, complying with the provisions outlined in Schedule IV of the Companies Act, 2013, and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. This proactive approach underlines our commitment to govemance and transparency.

I. Audit Committee:

The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee is comprised of 3 members, and the Company Secretary is the Secretary of the committee.

The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

During the year under review, meetings of Audit Committee were held on the following dates:

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of tlie companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.

The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as foliows: -

During the year under review, meetings of Nomination& Remuneration Committee were held on:

IV. Stakeholder Relationship Committee:

The Stakeholders Relationship C oimnittee meets with the requirement of S ection 17 8 of the C ompanies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances coimected with the Company's transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said C ommittee along with their meetings held/ attended is as follows: -

During the year under review, meetings of Stakeholder Relationship Committee were held on 26^til March, 2024.

? FAMTT JART7ATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and intemal policies to enable them to familiarize with the Company's procedures and practices, the website link is https://kalyanicasttech.com.

? PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nommation & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a sep?rate meeting of Independent Directors, the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

? DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31 st March, 2024 the applicable accounting standards ha ve been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a trae and fair view of the state of affairs of the company at the end of financial year and of the profit of tlie company for the financial year ended on 3 lst March, 2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis

e. The Directors had laid down intemal financial Controls to be followed by the Company and that such intemal financial Controls are adequate and are operating effectively and;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

? CORPORATE GOVERNANCE REPORT:

Since the company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Henee, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

? CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual tumo ver of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee.

Kalyani Cast-Tech Lhnited falls in any of the above criteria during the year 2023-24. Company has constituted CSR Committee. The Company held CSR Committee meeting on 14.07.2023 and 02.02.2024. Details Composition of CSR Committee is as follows:

The Company has CSR Policy in place and it is available at the website of Company i.e. www.kayanicasttech.com . The annual report of CSR activities is amiexed herewitli as "Annexure II" to this report.

? PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The Company has not provided any loans, guarantees or invested any securities as per the provisions of Section 186 of the Companies Act, 2013.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PART IES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During tlie year under review, contracts or arrangements entered into witli the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arnr s length basis. During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with ?ie interest of the Company at large. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. 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 https://kalyanicasttech.com.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as "Annexure -I".

? ADEOUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reportmg mechan i sms followed by the Company.

? RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and Controls. Major risks identified by the businesses and functions are systematically addressed tlirough mitigating actions on continuing basis. The company has been following the principie of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

In today's Challenging and competitive enviromnent, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inlierent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansi?n of facilities. Business risk, ?nter alia, ineludes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mit?gate the same. The Company has formulated a policy for Risk management which is available at the website of the Company www.kalvanicasttech.com.

A. Conservation of Energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with m?nimum extent of wastage as far as possible. The Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards tecltnology absorption. However, the company always prepared for update its factory for new teclmology. The Company's operation does not require any significant import of teclmology so far.

? FOREIGN EXCHANGE EARNINGS AND O?TGO:

(Amt in INR Lakhs)

M/s Goel Mintri & Associates., Chartered Accountants, having their office at L-76, Ground Floor, Lajpat Nagar-II, New Delhi-110024 (ICAI Firm Registration Number: 013211N) is the Statutory Auditor of the Company to hold office for period of 5 (Five) years from the conclusi?n of the Annual General Meeting of the Company held in the year 2023 till the conclusi?n of the Annual General Meeting of the Company to be held in the year 2028.

Further, the notes on financial statements referred to in the Auditors' Report are self -explanatory and do not cali for any further comments. They do not contain any qualification, reservation, disclaimer or adverse remarks. The report of auditors ha ve been attached to this report as "Annexure-VII".

SECRETARIAL AUDITORS

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, CS Ankur Smgh, Proprietor, Ankur Smgh & Associates, Practicing Company Secretaries, for conducting ?ie Secretarial Audit for the FY 2023-24. Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the C ompany for the Financial Year ended on March 31, 2024 is attached to the Director's Report as "Annexure-III"

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. R Mahajan & Associates, Chartered Accountants (FRN: 011348N) as the Intemal Auditors of the Company for the Financial Year 2023-24 and takes their suggestions and reconnnendations to improve and strengthen the internal control systems.

Statutory Auditor'* Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor's report. The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not cali for any further explanation.

Secretarial Auditor's Report: There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report.

? REPORTING OF FRATJDS BY THE AUDITORS:

During the year under review, neither the Statutory ?or the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances 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.

? WEB ADDRESS OF ANNUAL RETTJRN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Retum as on March 31, 2024 is available on the Company's website www.kalyanicastttech.com

? MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as "Annexure - V".

? NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provisi?n to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th Febmary, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted fromthe compulsory requirements of adoption of INDAS w.e.f. lst April, 2017.

? DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

At Kalyani Cast-Tech Limited, all employees are of equal valu?. There is no discrimination between individu?is at any point on the basis of race, colour, gender, religi?n, political opini?n, national extraction, social origin, sexual orientation or age.

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Intemal Complaints Committee (‘ICC') constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to ?ie workplace/s of the Company.

The Company also has in place "Prevention of Sexual Harassment Policy". This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretarles of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

? MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,2024 and accordingly such accounts and records were not required to be maintained.

? GREENINITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Animal Report 2023-2024 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.kalvanicasttech.com.

? INSOLVENCY AND BANKRUPTCY COPE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankmptcy Code2016.

? VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concems has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and mtegrity and ethical behaviour. The Company has established a vigil mechanism through which Directors, employees and busmess associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company 's code of conduct without fear of reprisal. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at www.kalynicasttech.com.

? PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per amium, and henee the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee's remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2023-24 forms part of this Board report as "Annexure- IV". Additionally, the foliowing details form part of Annexure-TV to the Boards Report:

• Remuneration to Whole T?ne Directors.

• Remuneration to Non-executive/ Independent Directors

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have an employee stock option scheme.

A. Policv on Directors Appointment and Remuneration:

The policy of the Company on director's appointment and remuneration, including the criteria for determining the qualifications, positive attributes, mdependence of a director and other matters, as required under sub section (3) of section 178 of ?ie Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is available on our website, at www.kalyanicasttech.com . There has been no change in ?ie policy since the last fiscal year. We affinn ?iat the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelmes and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formula tedto reg?late, monitor and ensure reporting of deais by employees and to mamtain the highest ethical standards of dealing in Company's Shares.

C. Other Board Policies and Conducts:

Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.kalvanicasttech.com and for the convenience given herein below:

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE T?ME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHTLE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your Company has not one-time settlement from Banks or Financial Institutions, therefore fifis is not applicable.

? CREDIT RATINGS:

Your Company being an SME Listed Company does notrequire obtaining credit rating for its securities.

Bigshare Service Pr?vate Limited

Address: Office No. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali

Caves Road, Andheri (East) Mumbai-400093

Tel: 022-62638200

Email: info@bigshareonline.com

Website: www.bigshareonline.com SEBI Registration Number: INR000001385

? INDUSTRIAL RELATIONS:

The Company maintained hcalille, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the C ompany to remain at the leadership position in the industry. It has taken various steps to improve productivity across organizations.

? ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully ?ie shareholders for their support and confidence reposed on your Company.

The Directors look forward to their continued support in future.