shri kalyan holdings ltd Directors report

Dear Members,

ShriKalyan Holdings Limited

The Board of Directors of ShriKalyan Holdings Limited with immense pleasure presents their 31^st report on the business and operations of the Company for the financial year 2022-23. This report is being presented along with the Audited Financial Statements for the year.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Companys financial performance for the year ended March 31, 2023 is summarized below:

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue
Revenue from Operations	155.28	192.36
Other Income	2.22	3.47
Total Revenue	157.50	195.83
Total Expenditure	101.33	149.65
Profit / (Loss) before Tax	56.17	46.19
Add/(Less) : Provision for Tax
Current Tax	(9.14)	(6.83)
MAT Credit Entitlement	(0.48)	0.05
Deferred Tax	(4.46)	(5.06)
Prior period Adjustments	(12.80)	(0.36)
Profit/(Loss) after Tax	29.28	33.99

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. OPERATIONS AND COMPANYS AFFAIRS

The net receipt from operations during the year under review was Rs.155.28lakhs as against Rs.192.36lakhsin the previous year. The net profit before tax is Rs. 56.17lakhsas against profit of Rs. 46.19lakhs in the previous year and the net profit after tax is Rs. 29.28 lakhsas against profit of Rs. 33.99lakhsin the previous year.

The Company is mainly engaged in the business of Non-Banking Financing Activities and maintained a close focus on increasing revenue. The Company has been regular in servicing all its debt obligations. In spite of various ups and downs in the finance sector of the country has resulting into profit during the current and previous financial years.

3. TRANSFER TO RESERVES

Since the company is a Non-Banking Finance company, ithas created a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared. The Company has not proposed any amount to be transferred to General Reserves as an appropriation of profits.

4. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended March 31, 2023.

5. SHARE CAPITAL

During the Financial Year 2022-23, there was no change in capital structure of the Company and paid-up share capital of the Company stood at Rs. 9,98,77,500/- (Rupees Nine Crore Ninety Eight Lakhs Seventy Seven Thousand and Five Hundred Only).

6. NUMBER OF MEETINGS OF THEBOARD OF DIRECTORS

During the financial year 2022-23, the Board met 04 (Four) times on May 30, 2022, August 12, 2022, November 14, 2022 and February 14, 2023.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013, Secretarial Standard-1 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations). The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 Secretarial Standard-1 issued by ICSI andthe Listing Regulations.

7. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and Regulation

16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also a declaration as per Rule-6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, amended as on date has been received from all the independent directors.Further, they also affirmed compliance regarding online registration with the ‘Indian Institute of Corporate Affairs" (IICA) for inclusion of name in the databank of Independent Directors. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under sub section (1) of Section 150 of the Companies Act, 2013, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or they have passed the exam as required by the institute.

Further, in the opinion of the Board, Independent Directors of the company are persons of high integrity, expertise and experience and thus qualify to be appointed/ continue as Independent Directors of the Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Jinendra Kumar Jain (DIN: 00168251), Whole Time Director of the Company, who has been longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

9. NOMINATION & REMUNERATION POLICY:

In accordance with the provisions of section 178 of the Companies Act, 2013, the CompanyhasNomination and Remuneration Policy in place for Directors, Key managerial Personnel (KMP) and Senior Management Employees. The said policy is available on our web link i.e. https://www.shrikalyan.co.in/comp/Nomination-and-Remuneration-Policy.pdf. The Nomination and Remuneration Policy, inter alia, includes the role of Nomination and Remuneration Committee, the criteria for appointment and qualifications of independent directors, Senior Management Personnel and KMPs; the criteria for evaluating the performance of Non-Executive Board members, Senior Management Personnel and KMPs.

Further,We affirm that the remuneration paid to the directors and KMPs is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

10. PREVENTION OF INSIDER TRADING CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted ‘Code of Conduct to regulate, monitor and report trading by Designated Persons and immediate relatives of Designated Persons and ‘Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Companys web link i.e.https://www.shrikalyan.co.in/comp/cfd.pdf.

11. AUDITORS AND AUDIT REPORTS

• Statutory Auditors

In line with the requirements of the Companies Act, 2013, M/s S.Rakhecha& Co.,Chartered Accountants, Mumbai (FRN 108490W)was appointed as Statutory Auditors of theCompany at the 27^th Annual General Meeting held on August 30, 2019 to hold office for a period of five consecutiveyears from the conclusion of the 27^th Annual General Meeting of the Company, till the conclusion of 32^nd Annual GeneralMeeting to be held in the year 2024.

They have confirmed their eligibility to continue as Statutory Auditors of the Company for the Financial Year 2023-24 under section 141 of the Companies Act, 2013 and rules framed there under.

The Report given by the Statutory Auditors on the financial statement of the Company for the financial year ended March31, 2023, forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by theAuditors in their Report.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s V. M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year2022-23.

The Secretarial Audit Report in form MR-3 issued by M/s V. M. & Associates, Company Secretaries in Practice for the financial year 2022-23 is annexed as Annexure I to this report and it is self explanatory and does not contain any qualification, reservation or adverse remark except that the Company has been non-compliant with maintaining SDD under SEBI (PIT) Regulations, 2015.

Management Reply:

The Company have started the process of maintaining SDD under SEBI (PIT) Regulations, 2015.

The Company has received consent and certificate of eligibility from M/s V. M. & Associates, Company Secretaries,Jaipur for the F.Y. 2023-24 to act as Secretarial Auditors. The Board in its meeting held on May 26, 2023 has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit for the Financial Year 2023-24.

• Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board had appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur (FRN: 004666C) as Internal Auditors of the Company to carry out the Internal Audit of the company for the F.Y. 2022-23. The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

The Board in its meeting held on May 26, 2023 has re-appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur as Internal Auditors of the Company for the Financial Year 2023-24.

• Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

12. REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditor, Secretarial Auditor and Internal Auditor in their Report respectively have not reported to the audit committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future pursuant to Rule 8 (5) (vii) of the Companies(Accounts) Rules, 2014.

14. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 (11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 of the Act. However the same are mentioned in the Note no. 5 and 6 in audited financial statements for the financial year ended on March 31, 2023.

15. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, there were no related party transactions entered into by the Company in accordance with the provisions of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2, is not applicable.

16. CODE OF CONDUCT

In Compliance with the SEBI Listing Regulations and the Companies Act, 2013, the Company has framed and adopted Code of Conduct for all Board members and senior management personnel of the Company, which is available on web link of the company i.e. https://www.shrikalyan.co.in/code-of-conduct.html .

All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct as on March 31, 2023 and the Company has received a declaration to this effect, signed by the Managing Director of the Company.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

18. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management and Administration) Rules, 2014, the annual return in the prescribed form is available on the website of the Company at https://www.shrikalyan.co.in/annual-general-meeting.html.

19. INTERNAL FINANCIAL CONTROLS

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Companys assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting.

The Audit Committee reviews adherence to internal control systems and internal audit reports. The Company has received report on Internal Financial Controls from statutory auditors of the company.

20. RISK MANAGEMENT

Risk Management is an integral part of the Companys business strategy with focus on building risk management culture across the organization. The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

Reviewed the risk management practices with distinct focus onthe organizational performance, physicalsecurity, trading operations and key measurestaken for employee well – being alongwith efforts to keep up overall organizational well-being.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflow.

Time Risk: To compensate for non-receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Companys financial condition. The short term/immediate impact of changes in interest rates are on the Companys Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all reprising mismatches and other interest rate sensitive positions.

Strategic Risk: Strategic or business risk is the risk associated with the formulation and execution of an organisations strategy.

Risk Treatment: To prioritize risk control actions in terms of their potential to benefit the organization. Risk treatment includes risk control/ mitigation and extends to risk avoidance, risk transfer (insurance), risk financing, risk absorption etc. for

a) Effective and efficient operations b) Effective Internal Controls c) Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to ensure smooth achievement of the objective.

21. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

During the year, Board Evaluation cycle was completed by the Company internally which includes the evaluation of the Board as a whole, committees, independent directors and other individual directors. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.

The guidance note issue by Securities and Exchange Board of India on Board Evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc.

Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Directors expressed their satisfaction with the evaluation process.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND

REDRESSAL)ACT, 2013

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

The following is summary of sexual harassment complaints received and disposed off during the year 2022-23

Particulars	Nos
Number of complaints pending at the beginning of the Financial Year	0
Number of complaints received during the Financial Year	0
Number of complaints disposed off during the Financial Year:	0
Number of complaints unsolved at the end of the Financial Year:	0

23. DEPOSITS

The Company has not invited, accepted or renewed deposits from public within the meaning of Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016as prescribed by Reserve Bank of India.Further, provisions of section 73 to 76 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 are not applicable on the non- banking financial Company and no details are required to be furnished.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are as follows:

(a) Conservation of energy:

I the steps taken or impact on conservation of energy	• The Company is continuously engaged in the process of energy conservation & strives to make the plant energy efficient. Energy conservation dictates how efficiently a Company can conduct its operations and reduce the cost of production thereby increasing the profitability benefitting the Company as well as its customer.
	• The Company recognize the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices and is committed to become an environment friendly organisation. The dedicated team of professional is focusing on energy conservation across all manufacturing sites.
	1. Identification and replacement old conventional light with LED lights to reduce energy consumption.
	2. Replacement of ESP cooling tower fan motor control with VFD system for saving energy consumption.
	3. For optimizing the energy requirement, replacing the motors and pumps with energy efficient motors is one of the key element.
	4. Initiatives are taken up for saving energy through control of idle running of machines.
	5. Replacement old copper chock tubelites withenergy efficient fluorescent tubelite withelectronic blast.
II the steps taken by the company for utilizing alternate sources of energy	NIL
III the capital investment on energy conservation equipment	NIL

(b) Technology absorption

I the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Companys operations do not require significant import of technology.
	The technology is being used for development of newproducts and for improvement in the production processand quality of products.Benefits derived like product improvement, cost reduction, product development.
	The pandemic has caused disruption to businesses and economic activity which has been reflected in recent fluctuations in markets across the globe.
II The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
III Technology Imported during the last three years	N.A.
The details of technology imported	N.A.
The year of import	N.A.
Whether the technology been fully absorbedIf not fully absorbed, areas where absorption has not taken place, and he reasons thereof	N.A.
IV The expenditure incurred on Research and Development	Company has not incurred any expenditure on research and development during the year under review.

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings and outgo is reported to be NIL during the financial year under review.

25. BOARD COMMITTEES

The Board has constituted various committees with specific terms of reference to focus effectively on specific issues and ensure expedient resolution of diverse matters in compliance with the provisions of the Actand RBI Directions. These include the following Committees:

a) AUDIT COMMITTEE

Pursuant to the Companies Act, 2013, the Company has constituted an Audit Committee. The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee comprises of three Directors, two of whom are Independent Directors. The member of the Audit Committee possesses knowledge in corporate finance, accounts and company law.

The Audit Committee met 4 (four) times during the financial year 2022-23 on:May 30, 2022, August 12, 2022, November 14, 2022 and February 14, 2023.

The details of the composition of the Committee and attendance of the members at the meetings of the Committee are set out in the following table:

Names of Members		Designation& Category	Audit Committee Meeting
			Entitled to attend	Attended
Mr. Devendra Kumar Patni	DIN: 01647627	Chairman Independent Director	4	4
Mr. Gaurav Srivastava	DIN: 07637558	Member Independent Director	4	4
Mr. Rajendra Kumar Jain	DIN: 00168151	Member Whole-time Director	4	4

Terms of Reference of the audit Committee inter alia include the following: a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company; b) Review and monitor the auditors independence, performance, and effectiveness of audit process; c) Examination of the financial statement and the auditors report thereon; d) Approval or any subsequent modification of transactions of the company with related parties; e) Scrutiny of inter-corporate loans and investments; f) Valuation of undertakings or assets of the company, wherever it is necessary; g) Evaluation of internal financial controls and risk management systems; h) Monitoring the end use of funds raised through public offers and related matters.

b) NOMINATIONAND REMUNERATION COMMITTEE

Pursuant to the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee. The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of three Directors, two of whom are Independent Directors. The member of the Nomination and Remuneration Committee possesses knowledge in determining qualifications, positive attributes and independence of Director on the Board.

The Nomination and Remuneration Committee met 1 (one) times during the financial year 2022-23 on:August 12, 2022.

The details of the composition of the Committee and attendance of the members at the meetings of the Committee are set out in the following table:

Names of Members		Designation& Category	Nomination and Remuneration Committee Meeting
			Entitled to attend	Attended
Mr. Devendra Kumar Patni	DIN: 01647627	Chairman Independent Director	1	1
Mr. Gaurav Srivastava	DIN: 07637558	Member Independent Director	1	1
Mrs. Arushi Jain	DIN: 08828057	Member *Non Independent	1	1
		Non Executive Director

Terms of Reference of the Nomination and Remuneration Committee inter alia include the following:

a) Recommendation of Nomination for membership of the Board, its committees and the leadership team of the Company including Key Managerial personnel ("KMP") as defined by the Companies Act, 2013;

b) Formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to remuneration of the Directors, Key Managerial Personnel and other Employees;

c) Formulation of Criteria for evaluation of performance of Independent Directors and the Board of Directors;

d) Devising a policy on diversity of Board of Directors;

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Director;

f) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

g) Recommend to the Board, all remuneration, in whatever form, payable to senior management;

h) Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under & the Listing Regulations.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee. The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Stakeholders Relationship Committee comprises of three Directors, two of whom are Independent Directors. The member of the Stakeholders Relationship Committee shall consider and resolves the grievances of the security holders.

The Stakeholders RelationshipCommittee met 1 (One) times during the financial year 2022-23 on: May30, 2022.

The details of the composition of the Committee and attendance of the members at the meetings of the Committee are set out in the following table:

Names of Members		Designation& Category	Stakeholders Relationship Committee Meeting
			Entitled to attend	Attended
Mr. Devendra Kumar Patni	DIN: 01647627	Chairman Independent Director	1	1
Mr. Gaurav Srivastava	DIN: 07637558	Member Independent Director	1	1
Mrs. Arushi Jain	DIN: 08828057	Member *Non Independent	1	1
		Non Executive Director

Terms of Reference of the Stakeholders Relationship Committee inter alia include the following: a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of Shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; b) Review of measures taken for effective exercise of voting rights by shareholders; c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

26. UNIFORM LISTING AGREEMENT

The Company has entered into a uniform Listing Agreement with BSE Limited December 08, 2015 as per the requirement of SEBI Listing Regulations.

The equity shares of the company are listed with the BSE Limited under Scrip Code: 532083 and the listing fee for the year 2023-24 has been duly paid.

27. ESTABLISHMENT OF VIGIL MECHANISM

As per Section 177 of the Companies Act, 2013, a Vigil Mechanism 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, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism have been uploaded on the website of the Company and the web link is https://www.shrikalyan.co.in/comp/Vigil%20mechanism_SKHL.pdf. Company has established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

During the year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

28. CORPORATE SOCIAL RESPONSIBILITY

Companys net worth is below Rs. 500 crore, Turnover is less than Rs.1000 croreand Net profit (Before Tax) is less than Rs. 5 crore, hence provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) rules, 2014, are not applicable on the Company.

29. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (a) and (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2022-23.

30. PARTICULARS OF EMPLOYEES/PERSONNEL a. Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 areannexed as AnnexureIIIto this report. b. The statement showing the names and other particulars of the top ten employees in terms of remuneration drawn, as required under rule 5(2) and rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014is annexed as Annexure IV to this report. However, none of the employee of the Company was in receipt of the remuneration exceeding the limits prescribed under section 197 (12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given below:

• INDUSTRY STRUCTURE AND DEVELOPMENTS

NBFCs (Non-Banking Financial Companies) play an important role in promoting inclusive growth in the country, by catering to the diverse financial needs of bank excluded customers. NBFCs do play a critical role in participating in the development of an economy by providing a fillip to transportation, employment generation, and wealth creation, credit in rural segments and to support financially weaker sections of the society. Emergency services like financial assistance and guidance is also provided to the customers in the matters pertaining to insurance. NBFCs cater to the needs of both retail as well as commercial sectors and, at times, develop strong niches with their specialized credit delivery models that even larger players including banks have found hard to match. The challenging macroeconomic environment, weaker than expected demand, liquidity concerns, and lower investor confidence in the sector, led to a significant moderation in the financial performance in FY 2022-23.

Non-Banking Financial Companies ("NBFCs"), along with banks, have been the main stay for the financial services ecosystem in India. They have served as an alternative channel of credit flow to both retail as well as commercial sectors in a bank-dominated financial system like India, bringing in efficiency and diversity into financial intermediation. NBFCs play an important role in the Indian financial system by complementing and competing with banks, specializing in credit delivery to a wide variety of segments. The Company remains cautious on the growth outlook for the next year while keeping a close watch on the evolving healthcare situation, pace of vaccinations, monsoons, commodity prices, and how the government and regulators assess and address the economic downslide with various fiscal and monetary policy measures. With the focus on both protecting lives as well as livelihoods through mass vaccinations as well as micro-containment strategy, a faster economic recovery in the second wave is anticipated. Furthermore, the concerted efforts of the government along with the strong participation from private sector should go a long way in effectively handling the pandemic and its after-effects.

• OPPORTUNITIESAND THREATS

The Capital market looks very solid in long term. Reports of various agencies and leading economists reflect that there is an early sign of revival of economic growth with strong positive sentiments. Growth in GDP numbers and other economic parameters being positive overall economic scenario looks favorable for coming years. Rising aspiration of stakeholders enabled by higher income is the largest opportunity for the Company. Your Directors expect that with the strong business model of the Company, innovative fund management techniques, continued confidence of investors, the Company should achieve better performance in the year 2022-23. NBFCs have played an important role by providing funding to the unbanked sector by catering to the diverse financial needs of the customers. Further, such companies play a critical role in participating in the development of an economy by providing a fillip to transportation, employment generation, wealth creation, bank credit in rural segments and to support financially weaker sections of the society.

We believe the investments we have made, and continue to make, in our strategy will enable us to advise and help our clients as they tackle these market conditions. Especially in the areas of digitization of processes, migration to cloud based technologies, workplace transformation, business model transformation and enhanced cyber security controls. "Over the years, global enterprises have continued to become more digital. The recent crisis has changed the clock-speed of enterprise digitization from months to weeks and days, greatly reducing the gap between velocity of experimentation and implementation at scale. Scaling agile digital will be the new normal.

Being an NBFC, the Company has to face various threats viz High cost of funds, Slow industrial growth, Stiff competition with NBFCs as well as with banking sector, Nonperforming assets, etc.

And expect the government to continue pumping in liquidity as it will boost the sectors employment, and direct disposable income and consumption.

• RISKS & CONCERNS

Being a NBFC company, our Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The most important among them are credit risk, market risk and operational risk. The measurement, monitoring management of risk remains key focus areas for the company.

Credit Risk: The Company has a strong governance framework and it ensures that the Board of Directors and its committees approve risk strategies and delegate appropriate credit authorities.

Market Risk : To effectively manage market risk on its investment portfolio, Company continues to follow a prudent investment policy.

Operational Risk: Operational risk is the risk of loss resulting from inadequate or failed internal processes, systems or human factors, or from external events. Operational risk is inherent in business activities, as well as related support functions. The goal is to keep operational risk at an appropriate level relative to the characteristics of its businesses, the markets in which it operates and the regulatory environment.

The management does not, at this juncture, believe that the impact on the value of the Companys assets is likely to be material. However, since the revenue of the Company is ultimately dependent on the value of the assets it manages and changes in market conditions. Since the situation is rapidly evolving, its effect on the operations of the Company may be different from that estimated as at the date of approval of these financial results. The Company will continue to closely monitor material changes in markets and future economic conditions.

• SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is engaged primarily in the business of financing. During the F.Y. 2022-23, the Company has net profit of Rs. 28.29 lakhs as against profit of Rs. 33.99 lakhs and 98.23% income out of total income was earned through financing activity of the Company.

• OUTLOOK

The Outlook of the Company for the year ahead is to diversify risk. The markets will continue to grow and mature leading to differentiation of products and services. Each financial intermediary will have to find its niche in order to add value to consumers. The Company is cautiously optimistic in its outlook for the year 2022-23.

• INTERNAL CONTROL SYSTEMS:

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Company is having adequacy on such internal control systems also in below paragraph to ensure:

(a) The orderly and efficient conduct of business, including adherence to policies (b) Safeguarding of assets and ensure operational excellence (c) Prevention and detection of frauds/errors (d) Accuracy and completeness of the accounting records and (e) Timely preparation of reliable financial information.

The Company has instituted the three lines of defence model, viz. (i) management and internal control measures,

(ii) financial controls, risk management practices, security measures and compliance oversight, and (iii) a robust internal checks and balances providing the third level of defence

The Company has adequate systems and procedures to provide assurance of recording transactions in all material respects. The Audit Committee reviews adherence to internal control systems and internal audit reports.

• INFORMATION TECHNOLOGY

Our Company has taken further steps in its technology roadmap toward future readiness and digitalization. The Company has been using the best possible information technology as a management tool for internal control. The Company continues to invest reasonably into information technology for monitoring operation. Your Company believes that use of the technology in an optimum manner in its business operations is essential to achieve business goals. In the Financial Year 2022-23, major upgrades and changes have been carried out in the Information Technology infrastructure and related systems of your Company so as to keep in pace with the business and technological requirements.

• FINANCIAL PERFORMANCE

Company is a BSE listed, Non Banking Financial Company (NBFC). The Revenue from the non banking financial activities during the financial year 2022-23 is Rs. 157.50lakhsas againstRs. 195.84lakhs in the previous yearand net profit after tax during the financial year 2022-23is Rs. 29.28 lakhsas against net loss of Rs. 33.99 lakhs in the previous year.

The Net worth of the Company for the financial year 2022-23 is Rs. 905.93lakhsas against Rs. 876.65 lakhs in the previous year.

• HUMAN RESOURCES

The Company recognizes people as its most valuable asset and has built an open and transparent culture to nurture this asset.The Company is committed to strive towards full engagement of all its employees to ensure safe working conditions and safe behavior, as well as take care of their health. The Company provides a fair and equitable work environment to all its employees. The Company is continuously working to create and nurture an atmosphere which is highly motivated and result oriented. The employee relations have continued to be harmonious throughout the year. The Company has eightpermanent employees as on March 31,2023.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore, including:

Particulars of Ratio	F.Y. 2022-23	F.Y. 2021-22	Change in %	Reason (if more than 25% change)
Debtors Turnover Ratio	N.A.	N.A.	N.A.	N.A.
Inventory Turnover Ratio	N.A.	N.A.	N.A.	N.A.
Interest Coverage Ratio	42.33%	144.99%	-70.80%	-
Current Ratio	172.40%	191.99%	-10.20%	-
Debt Equity Ratio	103.34%	96.62%	6.95%	-
Operating Profit Margin %	35.66%	24.39%	46.20%	-
Net Profit Margin %	18.59%	24.01%	-22.57%	-

Details of any change in Return on Net Worth as compared to the immediately previous financial year.

Particulars	F.Y. 2022-23	F.Y. 2021-22
Share Capital	998.78	998.78
Reserve & Surplus	(92.84)	(122.12)
Net Worth (A+B)	905.93	876.65
Profit/Loss After Tax	29.28	33.99
Return on Net Worth	(0.173%)	(0.387%)

• CAUTIONARY NOTE

Certain statements in this Report may be forward-looking and are stated as may be required by applicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economic conditions, Government policies and other incidental / related factors.

32. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit Company ("NBFC-ICC"), your Company continues to comply with the applicable regulations and guidelines of Reserve Bank of India and provisions as prescribed in Master Direction - Non-Banking Financial Company - Non Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 ("Master Directions") as amended from time to time.

Further, your Company has complied with all the rules and procedure as prescribed in above mentioned master directions and any other circulars & notifications, time to time, issued by Reserve Bank of India.

33. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable standards issued by the Institute of Company Secretaries of India. 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.

34. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures;

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 true and fair view of the state of affairs of the Companyat the end of the financial year and of the profit or loss of the Company for that period;

c) the directors had 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 had prepared the annual accountsof the company for the year ended on March 31, 2023 on a going concern basis;

e) the directors had 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) 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.

35. ACKNOWLEDGEMENT

The Board of Directors places on record, its deep sense of appreciation to employees at all levels on their hard work, dedication and commitment.The Board also thanks all the shareholders, investors, vendors, service providers, bankers and all other stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Finance, Securities and Exchange Board of India, Stock Exchanges and other governmental/ semi-governmental bodies and look forward to their continued support in all future endeavors.

We wish and pray for all to stay safe, healthy, and happy!

	For and on behalf of Board of Directors
	For Shri Kalyan Holdings Limited
	Rajendra Kumar Jain
	Chairman and Whole -Time Director
	DIN: 00168151
Place: Jaipur	Registered Office: B-19, LalBahadur Nagar,
Date: August 14, 2023	Malviya Nagar Jaipur-302017 (Rajasthan)