Kalyani Commercials Ltd Directors Report

During the year under review, the Company registered a profit of Rs 336.02 lakh before tax for the year ended March 31, 2025, on a standalone basis. A summary of the financial performance of the Company on a standalone and consolidated basis for the financial year ended March 31, 2025, is given below:

(In Lakhs)

During the year under review, the total Income from the operation increased by 39.45%. The same was Rs. 38,883.42 Lakhs for the current FY 2024-25 as compared to Rs. 27,923.15 Lakhs for the previous FY 2023-24. Total Net Profit decreased by 1.30%, the same was Rs. 233.25 Lakhs for the current FY 2024-25 as compared to Rs. 236.33 Lakhs for the previous FY 2023-24.

The Company is actively engaged in the trading of Heavy Commercial Vehicles, Three Wheelers, and provides servicing for these vehicles as an authorized dealership of TATA and Bajaj. This aspect of the Companys operations contributes significantly to their overall revenue stream and market presence.

Moreover, the Company has also ventured into the petroleum product sector and secured a dealership with Bharat Petroleum Corporation Limited. This strategic move enables them to distribute and market petroleum products, further diversifying their business portfolio.

With a focus on growth and profitability, the Company aims to leverage its expertise in the automotive sector and its association with reputable brands like TATA, Bajaj, and Bharat Petroleum Corporation Limited to tap into the expanding market opportunities in India.

Furthermore, the Company is committed to expanding its business operations to reach new markets and customer segments. By exploring untapped opportunities, they aim to widen their customer base and achieve sustainable growth.

As the Company continues to prioritize customer service and quality, it seeks to enhance its offerings in the automobile and petroleum sectors through innovation and investment in the near future. Additionally, the Companys commitment to operational excellence and cost-cutting initiatives is expected to yield positive outcomes in optimizing resources and driving financial efficiency

During the period, the company achieved the Standalone turnover of Rs. 387,30,46,051.59/-(Rupees Three Hundred Eighty-Seven Crores Thirty Lakhs and Forty- Six Thousand Fifty One and Fifty Nine Paisa Only) for the year ended 31^st March, 2025 as against. Rs. 2,77,95,47,060.97 /-(Rupees Two Hundred Seventy-Seven Crores Ninety- Five Lakhs and Forty- Seven Thousand Sixty and Ninety- Seven Paisa Only) for the year ended 31^st March, 2024. The Company earned a profit before tax of Rs.

3,36,02,380.31/- (Rupees Three Crores Thirty Six Lakhs Two Thousand Three Hundred and Eighty and Thirty One Paisa Only) during the year ended 31^st March, 2025 as against the profit of Rs.

3,27,09,936.25/- (Rupees Three Crores Twenty Seven Lakhs Nine Thousand Nine Hundred Thirty Six and Twenty Five Paisa Only) in previous year ended 31^st March, 2024. The Company earned a profit after tax of Rs. 2,33,25,379.31/- (Rupees Two crores Thirty Three Lakhs Twenty Five Thousand Three hundred and Seventy Nine and Thirty one paisa) during the year ended 31^st March 2025 as against the profit 2,36,33,244.76/- (Rupees Two crores Thirty Six Thousand Thirty Three Thousand Two hundred and Forty Four and Seventy Six Paisa) in the previous year ended 31^st March 2024.

After considering the financial and non-financial factors prevailing during the Financial Year 2024-25, the Board of Directors have decided not to recommend dividend this year. However, the Directors are hopeful for better results in enduing future.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.

The Company has Rs. 18,94,30,297.76 /- (Rupees Eighteen Crore Ninty Four Lakhs Thirty Thousand and Two Hundred Ninety-Seven and Seventy-Six Paisa Only) in the reserve and surplus. During the year the Company has transferred in its Retained Earnings Rs. 2,40,62,863.31/- (Rupees Two Crore Forty Lakhs Sixty-Two Thousand Eight Hundred and Thirty-One and Thirty-One Paisa Only).

Kalyani Commercials Ltd aims to strengthen its core operations in vehicle dealerships and petroleum distribution by enhancing operational efficiency, optimizing margins, and expanding its regional footprint, while maintaining financial discipline and leveraging digital tools to drive sustainable, long-term growth.

During the year under review, the share capital of the company remains unchanged and the company has also not issued any equity shares with differential rights and sweat equity shares.

The 1,000,000 equity shares of Rs. 10/- each of the Company are listed on National Stock Exchange of India Limited (NSE) w. e. f., February 13, 2017.

The Annual listing fees for the Financial Year 2025-26 have been paid to the Stock Exchange within the time limits as prescribed by the Exchange.

10. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary.

Further, the Company does not have any associates and joint venture companies. The disclosure of particulars with respect to information related to performance and financial position of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was payable or outstanding as on 31^st March, 2025. The company has neither accepted nor renewed any deposits falling under chapter V of Companies Act, 2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

All Related Party Transactions are presented before the Audit Committee for their review and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC -2 as Annexure -I.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED

DURING THE YEAR

During the period under review, there was no change in details of Directors and Key Managerial Personnel of the company.

Further, list of directors/KMP is mentioned herein below for your reference:

LIST OF DIRECTORS AS ON 31^ST MARCH, 2025

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31^ST MARCH, 2025:

14. MEETINGS OF BOARD HELD DURING THE F.Y. 2024-2025

During the Financial Year under review the Meetings of Board and its committees were held as follows:

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two board meetings did not exceed 120 days. Also, the meetings were conducted as per the applicable provisions of the Companies Act, 2013 read with rules made thereunder and as per the Secretarial Standards -1 (SS-1) as framed by the Institute of Company Secretaries of India (ICSI) in this regard.

15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31^ST MARCH 2025:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013, the objective of the audit committee is to review internal control and internal audit system, to ensure accurately and timely disclosures, to ensure accurately and timely compliances with all accounting standards, policies and applicable laws, to monitor and provide an effective supervision of the Managements financial reporting process with the highest levels of transparency, integrity and quality of financial reporting. The Terms of reference broadly includes the following: The recommendation for appointment, remuneration and terms of appointment of auditors of the company.

Review and monitor the auditors independence and performance, and effectiveness of audit process.

Examination of the financial statement and the auditors report thereon; Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the company, wherever it is necessary.

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

The composition of Audit Committee of the Company is as following:

The Board has accepted all the recommendations proposed by audit committee during the Financial Year.

During the Financial Year under review the Meetings of Audit committee were held as follows:

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the committee is to evaluate the performance of all the Directors on the board of the company, to Identify individuals qualified to serve as Directors (executive directors, non-executive directors and independent directors) or to serve in senior management and to review their remuneration, consistent with criteria approved by the Board, and to recommend to the Board for their approval. The composition of Nomination and Remuneration Committee of the Company is as following:

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies.

During the Financial Year under review the Meetings of Nomination & Remuneration committee Meeting was held as follows:

c) SHAREHOLDERS GRIEVANCE COMMITTEE:

In order to comply with the Good Corporate Governance Norms, the Company has constituted this committee. The purpose of the committee is to assist the Board and the Company in maintaining healthy relationships with all stakeholders.

The composition of Shareholders Grievance Committee of the Company is as following:

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

During the Financial Year under review the Meetings of Shareholders Grievance committee Meeting was held as follows:

d) INTERNAL COMPLAINT COMMITTEE:

The Board of Directors has constituted Internal Complaint Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the purpose of adhering the Complaints of employees regarding Sexual Harassment.

The composition of Shareholders Grievance Committee of the Company is as following:

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

During the Financial Year under review the Meetings of Investors Compliant committee Meeting was held as follows:

e) INDEPENDENT DIRECTOR COMMITTEE:

According to Section 149(8) of the Companies Act, 2013 requires Independent Directors on the Board of the Company to abide by the provisions specified in SCHEDULE IV of the Companies Act, 2013 which defines Code for Independent Directors and Regulations 25 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015. He further stated that Clause VII of Schedule IV of the Companies Act, 2013 requires that “The Independent Directors” of the Company shall hold at least one meeting in a financial year, without the attendance of Non-Independent Directors and Members of the Management.

The composition of Independent Director Committee of the Company is as following:

The Salient features of the policy and changes therein, if any along with the web address of the policy, is https://www.kalyanicommercials.com/policies

During the Financial Year under review the Meetings of Independent Director committee Meeting was held as follows:

16. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub section (6) and Regulation 25 of Listing Regulations as laid by the Securities and Exchange Board of India (SEBI).

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Companys website.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

In the preparation of annual accounts for the financial year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 Companies as at 31^st March, 2025 and of the profit/loss of the Company for the period ended on that date;

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;

The Directors have prepared the annual accounts on a going concern basis;

The Directors have laid down proper internal financial controls to be followed by the company and such internal financial control and adequate and were operating effectively; and

The Directors had devised proper system to ensure compliance with the provisions of all applicable law and such systems are adequate and operating effectively.

19. AUDITOR & AUDITORS REPORT;

Statutory Auditors and Audit Report

In the 38th (Thirty Eighth) Annual General Meeting of the members of the company held on 27th September, 2023, M/s K Prasad & Company LLP, Chartered Accountants (Firm Registration No. 002755N) were re-appointed as Statutory Auditors of the Company to hold office for a term of five years i.e. till the conclusion of its 43rd (Forty Third) Annual General Meeting of the company to be held in the Financial Year 2028-29.

The Audit Report submitted by Statutory Auditor on Annual Standalone Financial Statement for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer except the following: CIT (Remark 1)

The Dues outstanding in respect of Income Tax and VAT on account of disputes as under:

Note: For financial year 2017-18

Board Reply:

The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments. The Auditors have also not reported any matter under Section 143(12) of the Companies Act, 2013.

20. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies: A. The 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. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Companys paid-up share capital and net-worth doesnt exceeds the prescribed threshold limits therefore, Regulations 17 to 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and Para-C, D and E of Schedule V are not applicable on the Company .

21. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. GA & Associates, Company Secretaries LLP as Secretarial Auditor of the Company for the financial year 2024-25. Secretarial audit report as provided by M/s. GA & Associates Company Secretaries LLP is also annexed to this Report, in the prescribed Form MR-3, as “Annexure-II”.

The Secretarial Audit Report for the financial year ended March 31, 2023 forms part of this report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances except the following:

Remark 1: Non-Compliance of Rule 6 of The Companies (Appointment and Qualifications of the Directors) Rules, 2014 as the application for renewal for a further period after expiry of Registration tenure is not filed within 30 days.

Board Clarification 1: The Company had advised all its Independent Directors to complete the necessary compliance with Rule 6, including timely renewal of registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Upon becoming aware of the non-compliance. The Company immediately advised the concerned Director to complete the renewal process. The Board regrets the inadvertent delay and assures that appropriate corrective measures have been taken. The Company remains committed to full compliance with the Companies Act, 2013 and associated rules.

Remark 2: During the year company has created, Modified and Satisfied the following charges of the company:

1. On 25/09/2024, the company has created charge by way of hypothecation on the current assets of the company with Axis Bank Limited to secure the amount of Rs. 2,50,00,000/-.

2. On 14/10/2024, the company has modified its charge already created with Axis Bank Limited for giving effect to increase it sanction limit and to secure the amount of Rs. 7,50,00,000/-.

3. On 14/10/2024, the company has created charge by way of hypothecation on the current assets of the company with Axis Bank Limited to secure the amount of Rs. 2,00,00,000/-.

4. On 21/01/2025, the company has modified its charge already created with Tata Capital Limited for giving effect to increase it sanction limit and to secure the amount of Rs. 4,00,00,000/-.

Board Clarification 2 : The Company has ensured that all necessary filings under Form CHG-1 / CHG-9 have been made within the prescribed time limits and appropriate entries have been updated in the register of charges maintained under Section 85 of the Companies Act, 2013.

Remark 3: The Company has made investments of 1,80,50,000/- in Ganganagar Vehicles Private Limited and 25,00,000/- in Ganganagar Automobiles Private Limited. Further, the Company has provided corporate guarantees of 74,09,54,000/- in favour of Ganganagar Vehicles Private Limited and 5,10,68,000/- in favour of Ganganagar Automobiles Private Limited. During the year, the company has exceeded the limit as prescribed under section 186 of Companies Act, 2013. Hence, the Company is in the process of obtaining the requisite approvals from the members in respect of the aforesaid transactions, in compliance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

Board Clarification 3: The Board has noticed that the aggregate of the above investments and guarantees has resulted in exceeding the limits prescribed under Section 186(2) of the Companies Act, 2013, which mandates prior approval of shareholders by way of a special resolution if the limits are crossed.

The Board acknowledges that, while the transactions were undertaken in the ordinary course of business and in the interest of the Company, the prior approval of the members was not obtained, leading to a technical non-compliance with the provisions of Section 186.

The Board has taken cognizance of the matter and is in the process of regularizing the transactions by:

Initiating the process for obtaining approval of the shareholders by way of a special resolution at the forthcoming general meeting;

Ensuring that all relevant disclosures and explanatory statements are made to the members, as required under the Companies Act, 2013.

The Board assures that adequate internal controls and compliance mechanisms are being strengthened to ensure that such lapses do not occur in the future. The Company Secretary has been directed to closely monitor all financial limits under applicable provisions and obtain necessary approvals well in advance.

22. BOARD EVALUATION

In terms of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 and Regulation 17 of the Listing Regulations, it is required to have a formal annual evaluation of the performance of the Board, its Committees and the Directors individually. In pursuance of the aforesaid provisions of the Companies Act, 2013 and Listing Regulations, including the Guidance Note issued by SEBI on Board Evaluation, the Board carries out the annual evaluation of its own performance, the working of its various Committees as well as the evaluation of its directors individually.

The evaluation process comprises of both assessment and review, including analysis of the functioning of the Board and its Committees, the time spent by it in considering matters and whether the terms of reference of its committees have been met, besides complying with the provisions of the Companies Act, 2013 and Listing Regulations. The evaluation of the performance of the Board, its committees and individual directors was done, after seeking inputs from all the Directors by way of a questionnaire.

The questionnaire was prepared in a structured manner, ascertaining the individual directors various attributes and their roles in bringing values to the deliberation and discussions at meetings. The Board of Directors also evaluated the functioning/performance of Audit Committee, Shareholders Grievances Committee and Nomination & Remuneration Committee and expressed satisfaction with their functioning/performance. A report in brief on Board evaluation has been given in the Corporate Governance Report which may be taken as forming a part of this Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

As required to be reported pursuant to Section 134(3)(g) of Companies Act, 2013, the Complete details of Loans, Investments, Guarantees and Securities covered under Sec 186 of Companies Act, 2013, as per following format:

A. Details of Secured Loans:

B. Details of Investments:

C. Details of Guarantee / Security Provided:

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 relate and till the date of this report.

26. CHANGE IN THE NATURE OF BUSINESS

The Company operates as a going concern in the trading of Commercial Vehicles and as a Petroleum dealership for BPCL. These ventures are now the primary drivers of the Companys operations and financial performance.

This strategic shift in business direction demonstrates the Companys adaptability and commitment to thrive in the market by capitalizing on its strengths and exploring opportunities in new sectors. As always, we remain dedicated to ensuring the Companys growth, profitability, and long-term success

Currently, the Company operates as a going concern in the trading of Commercial Vehicles and as a Petroleum dealership for BPCL. These ventures are now the primary drivers of the Companys operations and financial performance.

This strategic shift in business direction demonstrates the Companys adaptability and commitment to thrive in the market by capitalizing on its strengths and exploring opportunities in new sectors. As always, we remain dedicated to ensuring the Companys growth, profitability, and long-term success.

27. SECRETARIAL STANDARDS OF ICSI

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

28. RISK MANAGEMENT

Risk is an integral and unavoidable component of business and the Company has been addressing and analyzing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management Discussion and Analysis Report attached herewith and forms part of this Annual Report. The Company has a robust risk management process to identify key risks across the Group, and prioritize action plans to mitigate them. The proceedings of the review process include discussions on the managements submissions on risks, prioritization of key risks and approval of action plans to mitigate such risks. Some of the uncertainties and risks that can affect the business are technological changes, changing customer preferences and behavior, competition, volatility in prices and macro- economic factors such as an economic slowdown.

29. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15^th November, 2018.

30. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure III.

i. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25:

ii. There has been no increase in the remuneration of Managing Director, Whole Time Director/CFO of the Company in the financial Year 2024-2025.

iii. There has been 7.80% increase in median remuneration of employees during the financial year 2024-25.

iv. The total number of permanent employees on the rolls of the Company during the financial year was 177.

v. There has been an average percentile increase in the Remuneration of Employees 16.34% in the salaries of Employees and no increase in the remuneration of managerial personnel as well. The total remuneration to employees for the financial year 2024-25 was Rs. 4,49,72,583.2/- as compared to Rs. 3,86,55,238/- in the Financial Year 2023-24.

vi. The Company affirms that remuneration given is as per the remuneration policy of the Company.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

31. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

No Directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 10,200,000/- per annum or more when employed for whole of the year, under the provision of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time.

32. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operation of the Company. It looks at the employees entire life cycle, to ensure timely interventions and help build a long-lasting and fruitful career.

33. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company viz. http://kalyanicommercialsltd.com/.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance

The Key Policies are as follows:

34. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

Your Company is committed to ensuring that all are treated with dignity and respect and having zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and adequate access has been provided to complainants who wish to register a complaint under the policy. All employees (permanent contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

The Policy is formulated by the Company for Prevention of sexual harassment is available on the website of the Company

During the financial year under review, the company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows.

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013. In the Board Meeting held on 16.01.2025.

35. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys for the FY 2024-25.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure and the provisions of Section 135 and schedule VII of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

37. ANNUAL RETURN

The draft Annual Return in Form MGT-7 for the Financial Year 2024-25 is uploaded on the website of the Company and the same c ould be accessed by clicking on following link: https://kalyanicommercials.com/annual-returns.

38. MANAGEMENT DISCUSSIONS AND ANALYSIS

st

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31 March, 2025 and is annexed as Annexure- IV of this Annual Report for the reference of the stakeholders.

39. INTERNAL AUDIT & CONTROL

During the year under review, the internal control and internal audit system was adequate in the company and is working effectively and efficiently. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

Further, pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s DCJ & Associates, Chartered Accountants FRN:015039C, is the Internal Auditor of the Company for the Financial Year 2024-25 who performed all the duties as required to perform by the Internal Auditor under the Companies Act, 2013.

40. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no onetime settlement of loans taken from banks and Financial Institutions.

42. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no onetime settlement of loans taken from banks and Financial Institutions.

43. REGISTRAR AND SHARE TRANSFER AGENT.

During the year under review SKYLINE FINANCIAL SERVICES PVT. LTD. was the Registrar and Transfer Agent of the Company.

44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had no earnings and expenditure in foreign exchange.

45. GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders.

Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders. To support the ‘Green Initiative, members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

46. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961.

In accordance with the requirements of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Amendment Rules, 2025, and pursuant to the Maternity Benefit (Amendment) Act, 2017 and the Ministry of Corporate Affairs General Circular No. MCA/2025/Compliance/MB dated April 15, 2025, the Board of Directors of Kalyani Commercials Limited hereby confirms that: The Company has fully complied with all applicable provisions relating to maternity benefits, including the grant of paid maternity leave to eligible women employees, provision of creche facilities at the workplace or within the prescribed radius, facilitation of work-from-home options wherever applicable, and dissemination of information regarding maternity entitlements through written and electronic modes, in accordance with the statutory requirements. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

47. GENDERWISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 174(One Hundred and Seventy-Four) Female Employees: 03(Three) Transgender Employees: 00(Zero)

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

48. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: domestic demand and supply conditions affecting selling prices, new capacity additions, availability of materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the company.

49. DOWN STREAM INVESTEMENT.

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

50. APPRECIATION

The Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation, continued guidance, support and look forward to their continued support in future. The Directors would also like to place on record the sincere dedication, commitment and hard work of our employees and their contribution to your Companys performance. We are deeply grateful for the confidence and faith that you have always reposed in us.

By the order of the Board For KALYANI COMMERCIALS LIMITED

Sd/- Sourabh Agarwal (Whole Time Director) DIN: 02168346

Off. Address: BG-223, Sanjay Gandhi Transport Nagar, GT Karnal Road, Delhi-110042

Sd/-

Shankar Lal Agarwal (Managing Director) DIN: 01341113

Off. Address: BG-223, Sanjay Gandhi Transport Nagar, GT Karnal Road, Delhi-110042