Kalyani Investment Company Ltd Directors Report

To The Members,

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended March 31, 2025.

1. Financial Highlights (on stand-alone basis)

( Rs in Million)

	2024-25	2023-24
Revenue from Operations	828.60	714.46
Other Income	—	72.50
Total Revenue	828.60	786.96
Total Expenditure	91.99	46.22
Profit before Tax	736.61	740.74
Tax Expenses	199.53	168.83
Profit after Tax	537.08	571.91

2. Dividend & Reserves

The Directors do not recommend any Dividend on Equity Shares for the financial year ended March 31, 2025. During the year under review, it is proposed to transfer 107.42 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act, 1934). An amount of 2,469.29 Million is proposed to be retained as Retained Earnings.

3. Management Discussion and Analysis (MD&A)

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

4. Corporate Governance

Good Corporate Governance highlights the way in which the Company conducts business. Your Directors reaffirm their continued commitment to the highest level of Corporate Governance practices. Your Company fully adheres to the standards set out by the SEBI for Corporate Governance practices.

Pursuant to the Listing Regulations, a detailed report on the Corporate Governance, has been included in this Annual Report along with Management Discussion and Analysis (MD&A) and General Shareholder Information. The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries, Pune, certifying compliance of the conditions of Corporate Governance is attached to Report on

Corporate Governance.

5. Deposits

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

6. Directors

In terms of the provisions of the Companies Act, 2013 (the "Act") and the Articles of Association of the Company, Mr.Amit B. Kalyani, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors of the Company has recommended the said re-appointment and hence, it forms a part of the Notice of the Annual General Meeting and is recommended for your approval. Profile of the Director is given in the Report on Corporate Governance for reference of the members.

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

6.1 Board Evaluation

The Board is committed to transparency in assessing the performance of the Directors. Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, Chairman, individual Directors and the governance processes that support the Boards work.

The Nomination and Remuneration Committee (NRC) has devised criteria for evaluation of the performance of the Board as a whole, various Committees, Chairman and individual Directors.

The performance evaluation of the Committees was done on the basis of parameters such as composition, terms of reference, fulfillment of roles and responsibilities, handling critical issues, frequency of meetings etc.

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

An online structured questionnaire for Board Evaluation was prepared covering the above areas of competencies and feedback was sought on the same.

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

The results of the evaluation showed a high level of commitment and engagement in the Board, its various committees and senior leadership. The suggestions arising from the evaluation process were considered by the Board, to optimize the effectiveness and functioning of the Board and its committees.

6.2 Nomination & Remuneration Policy

The Nomination & Remuneration Policy adopted by the Board on the recommendation of NRC enumerates the criteria for assessment and appointment / re-appointment of Directors, Senior Management personnel on the basis of their qualifications, knowledge, skill, independence, professional and functional expertise. The Policy also sets out the guiding principles for the compensation to be paid to the Directors and Senior Management personnel.

The Policy is available on the website of the Company at www.kalyani-investment.com/financial/policies.

6.3 Meetings of the Board

During the Financial Year 2024-25, four Board Meetings were convened and held. A separate meeting of Independent Directors as prescribed under Schedule IV of the Act was also held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

7. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that : i) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period; iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual accounts for the year ended March 31, 2025, on a ‘going concern basis; v) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and internal vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

9. Corporate Social Responsibility

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

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR

Policy is available on the website of the Company at www.kalyani-investment.

10. Related Party Transactions

Your Company has in place a Policy on Related Party Transactions ("RPT Policy") formulated in line with the provisions of the Act and Listing Regulations.

The Policy sets out the philosophy and processes to be followed for approval and review of transactions with related parties and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All of the transactions entered by the Company with related parties during FY 2024- 25, were in the ordinary course of business and on an arms length basis and carried out with prior approval of the Audit Committee, in terms of the provisions of the Act, Listing Regulations and in accordance with the RPT Policy of the Company. The transactions entered into pursuant to the approval so granted were placed before the Audit Committee for its review on a quarterly basis. Related Party disclosures as per Ind AS have been provided in Note 28 to the Financial Statements.

The RPT Policy is available on the website of the Company at www.kalyani-investment.com/financial/policies.

11. Risk Management

Risk management, which aims at managing the impact of uncertainties, is an Integral part of the Companys strategy setting and decision making process. The Company regularly identifies assessing them, devises short-term and long-term plans to mitigate any risk which could materially impact on the Companys goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organization.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy on Risk Management, as approved by the Board, is available on the website of the Company at www.kalyani-investment.com/financial/policies

12. Audit Committee

The Company has constituted an Audit Committee in compliance with Section 177 of the Act and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) of the Act along with its terms of reference incorporating its functions are disclosed and available in the Corporate Governance Report forming part of the Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2024-25.

13. Auditor and Auditors Report

Pursuant to Section 139 of the Act read with rules made thereunder, M/s. P G Bhagwat LLP, Chartered Accountants, Pune (Firm Registration No. 101118W/W100682) were appointed as the Auditors of the Company for a period of 5 (Five) years to hold office from the conclusion of the Thirteenth Annual General Meeting held on September 27, 2022 till the conclusion of the Eighteenth Annual General Meeting to be held in the year 2027.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of your Company.

The Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and hence do not call for any further comments.

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

14. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Act, the Board had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Act.

In terms of Regulation 24A of Listing Regulations and on the basis of the recommendations of the Audit Committee, the Board of Directors have recommended the appointment of M/s SVD & Associates, Practicing Company Secretaries, Pune (Firm Unique Code P2013MH031900 and Peer Review Certificate No.6357/2025) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the ensuing Sixteenth Annual General Meeting till the conclusion of the Twenty-first Annual General Meeting of the Company to be held in 2030. Necessary resolution for appointment of M/s SVD & Associates is placed in the Notice of the ensuing Sixteenth Annual General Meeting for consideration of the Members.

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

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "C". In terms of Section 136 of the Act, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@kalyani-investment.com

16. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024, filed with Registrar of Companies, is available on the website of the Company at www.kalyani-investment.com. The Company shall upload the Annual Return as on March 31, 2025 on the website of the Company, once it is filed with Registrar of Companies.

17. Whistle Blower Policy

The Company has a Whistle Blower Policy pursuant to the requirements of the Section 177(9) of the Act and Regulation 22 of the Listing Regulations.

The Company has robust vigil mechanism through Whistle Blower Policy which provides a way for Directors / employees to report, any unethical behaviour, actual or suspected fraud, any violation of the Companys code of conduct and / or instances of leakage of unpublished price sensitive information, which are detrimental to the Companys interest. The mechanism protects the genuine Whistle Blower who avails of the mechanism, from any kind of discrimination, harassment, victimization or any other unfair employment practice.

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

18. Particulars of Loans, Guarantees and Investments

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

19. Internal Financial Controls

The Company has formulated adequate systems, policies, and procedures / frameworks, for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The weaknesses, if any,areidentifiedas a result of the reviews and new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

The Internal Audit Plan is also aligned to the business objectives of the Company which are reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Companys internal control framework.

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

There are no adverse material changes or commitments occurring after March 31, 2025, which may affect the financial position of the Company or may require disclosure.

21. Significant and Material Orders

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

22. Familiarization Programme

Your Company has developed comprehensive induction processes for the new Board members which aim to provide them with an opportunity to familiarize themselves with the Company, its Board and management, its operations and the Companys culture. They are also familiarized with Companys organizational and governance structure, governance philosophy / principles, code of conduct and key policies, Boards way of working and procedures, formal information sharing protocol between the Board and the management, Directors roles and responsibilities and disclosure obligations.

The details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at www.kalyani-investment.com/financial/

23. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

As on March 31, 2025, the Company has one associate Company. A statement containing the salient features financial statement of the Associate Company, in the prescribed format AOC-1, is annexed hereto as ofthe Annexure "D".

24. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Act are attached to the Standalone

Financial Statements of the Company.

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

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Acknowledgement

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

	For and on behalf of the Board of Directors
Place : Pune	Amit B. Kalyani
Date : May 27, 2025	Chairman