Kalyani Investment Company Ltd Management Discussions

Structure of the Company and thrust of the business

Kalyani Investment is a Core Investment Company holding more than 60% of its net assets in the form of investments in equity capital of the Kalyani Group Companies, while more than 90% of its net assets are in the form of investments in equity/preference shares or debentures/debts of Kalyani Group Companies. Since the Company is not a systemically important Non-Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934. The thrust of business is to hold and continue to hold securities in Kalyani Group of Companies.

Risks and Concerns

Kalyani Investments income is mainly from the dividends that may be receivable on investments held by it/may be held in future. Any adverse impact on the industries of which securities are held by Kalyani Investment, naturally will also have a bearing on the performance of Kalyani Investment. Any slowdown in the growth of Indian economy or future volatility in global financial market, could also adversely affect the business.

Internal Control systems and their Adequacy

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance with applicable laws and regulations.

The internal control system is supplemented by a review of Internal Auditors. Observations of the internal auditors are subject to periodic review and compliance monitoring. The Audit Committee of Directors reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

Key Financial Ratios

The Key Financial Ratios for FY 2023-24 and FY 2022-23, along with explanation for significant changes (change of 25% or more) are as follows :

* Increase in Market Value of Quoted shares.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties during the year were in the ordinary course of business and have been approved by the Audit Committee. The Board has approved a policy for related party transactions which has been uploaded on the Companys website available at the web-link viz. www.kalyani-investment.com/financial/policies All Related Party Transactions during FY 2023-24 were subject to prior approval of the Audit Committee. The said transactions were reviewed/noted by the Audit Committee on quarterly basis and also submitted to the Stock Exchanges on half yearly basis pursuant to Listing Regulations.

None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of members is drawn to the disclosure set out in Note 27 to Financial Statements forming part of the Annual Report.

DISCLOSURES BY MANAGEMENT TO THE BOARD

All disclosures relating to financial and commercial transactions where Directors may have a potential interest are provided to the Board and the Interested Directors neither participate in the discussions nor do they vote on such matters.

During the year 2023-24, no Loans or Advances have been advanced by the Company, to the firms/companies in which Directors of the Company are interested.

WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal/unethical behavior. The Company has vigil mechanism named Whistle Blower Policy, wherein the employees/directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and/or laws applicable to the Company, report the instances of leakage of unpublished price sensitive information and seek redressal. This mechanism provides for direct access to the Chairperson of the Audit Committee and appropriate protection to the genuine Whistle Blower, who avails of the mechanism. The Whistle Blower Policy/Vigil Mechanism has been disclosed on the website of the Company at the web-link viz. www.kalyani-investment.com/financial/policies

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company had adopted the Dividend Distribution Policy which is available on the Companys website at the web-link viz. www.kalyani-investment.com/financial/policies

POLICY ON DETERMINING MATERIAL SUBSIDIARY

The Board has approved Policy on Material Subsidiary and the same is available on the Companys website at the web-link viz. www.kalyani-investment.com/financial/policies. The Policy is intended to identify Material Subsidiaries and to establish a governance framework for such subsidiaries. The Company does not have any subsidiary company.

INDEPENDENT DIRECTORS TRAINING AND INDUCTION

The Companys independent directors are esteemed professionals with rich experience in finance and have collective experience in diverse fields like taxation, audit, finance and risk management.

At the time of induction of a director on the Board of the company, a formal invitation to join the Board of the company is sent out along with a brief introduction about the company, Companys latest Annual Report and the schedule of the upcoming Board/Committee meetings for the calendar year. The director is explained in detail the compliances required of him/her under the Act, the Listing Regulations and other relevant regulations and his/her affirmation is taken with respect to the same.

The Company has an ongoing familiarization programme for all directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc. The details of this familiarization programme are available on the website of the Company at the web-link : www.kalyani-investment.com/financial/policies

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has formulated a Policy for prevention, prohibition and redressal of Sexual Harassment of Women at Workplace. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Companys office premises are covered under the Policy. During the year under review, no complaint was filed pursuant to the said POSH Act.