Kartik Investments Trust Ltd Directors Report

Your Directors have pleasure in presenting the forty seventh annual report together with the audited accounts of the Company for the year ended 31 March, 2025.

FINANCIAL RESULTS	2024-25	2023-24
Income	5.93	7.43
Expenses	8.51	7.99
Profit /(Loss) before taxation	(2.58)	(0.56)
Profit / (Loss) after taxation	(2.58)	(0.56)
Other Comprehensive Income/ (Loss) for the year, net of tax	(24.73)	47.15
Total Comprehensive Income for the year, net of tax	(27.31)	46.58

DIVIDEND

In view of the losses incurred during the year ended 31 March, 2025, the Company has not recommended any dividend for the year under review.

OPERATIONS

During the year under review, the gross income of the Company was at Rs. 5.93 lakhs as against Rs. 7.43 lakhs during the previous year. The Company made a loss of Rs. 2.58 lakhs as against a loss of Rs. 0.56 lakhs during the previous year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the existing nature of business of the Company. RESERVES

No amounts were transferred to the reserves during the financial year ended 31 March, 2025. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary / associate or joint venture.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during FY 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators / courts / tribunals which would impact the going concern status of the Company and its future operations.

DIRECTORS

Mr. Jeeva Balakrishnan (DIN: 11027218) was appointed as an Additional Director with effect from 14 May, 2025 in the capacity of Non-Executive and Non-Independent Director. Mr. Jeeva Balakrishnan holds office till the date of the ensuing Annual General Meeting and that the Board recommends his appointment as Non-Executive and Non-Independent Director, liable to retire by rotation, for the approval of Members at the ensuing 47^th Annual General Meeting.

Mr. R Chandrasekar (DIN 02687447), Director resigned from the Board with effect from close of business hours of 14^th May 2025 due to other commitments. The Board places on record its appreciation for the contribution and services rendered by Mr. R Chandrasekar during his tenure as a Director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors (IDs), Mr. P Nagarajan and Ms. S Aparna have submitted the declaration of independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of independence as provided in section 149(6) of the Act. In the opinion of the board, the IDs fulfill the conditions specified in the Act and the rules made there under for appointment as IDs including the integrity, expertise, proficiency and experience and further confirm that they are independent of the management. The IDs of the Company have registered their names with the databank of IDs and had completed their online proficiency self-assessment test as per the timeline notified by the Ministry of Corporate Affairs (MCA).

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following were the whole time key managerial personnel of the Company during FY 2024-25:

1. Ms. M Gayathri, Manager & Chief Financial Officer

2. Ms. Krithika Vijay Karthik, Company Secretary

Ms. M Gayathri, Manager of the Company was re-appointed for a further term of three years with effect from 14^th May 2024 at the 46^th annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement as required under sections 134(3)(c) of the Act, reporting the compliance with accounting standards, is attached as annexure and forms part of Boards report.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 ("the Act") and the rules framed there under read with Companies (Audit and Auditors) Rules, 2014, M/s. R Sundararajan & Associates, Chartered Accountants are the statutory auditors of the Company. They were appointed as statutory auditors of the Company at the 45^th annual general meeting (AGM) held on 4^th August 2023 for a period of five years commencing from the conclusion of 45^th annual general meeting till the conclusion of 50^th annual general meeting. The Statutory Audit Report is attached with financial statement and forms part of this report and does not contain any qualification, reservation, adverse remark or disclaimer.

FRAUDS REPORTED BY AUDITOR

There were no instances of frauds reported by the auditor under Section 143(12) of the Act. SECRETARIAL AUDIT

Pursuant to the provisions of the Act and the rules framed there under, Mr. G Subramaniam of M/s. Sridharan & Sridharan Associates, Practising Company Secretaries had undertaken a secretarial audit of the Company for FY 2024-25. The secretarial audit report is attached and forms part of this report and does not contain any qualification, reservation, adverse remark or any disclaimer.

INFORMATION AS PER SECTION 134(3)(m) OF THE ACT

The Company has no activity involving consumption of energy or technology absorption. During the year, the Company has not incurred any expenditure in foreign currency. The Company does not have any foreign exchange earnings and no foreign currency remittance was made during the year.

BOARD MEETINGS

During the year ended 31 March, 2025, the Board met four times on 6 May, 2024, 2 August, 2024, 5 November, 2024 and 3 February, 2025. The Board had accepted all the recommendations made by the Audit Committee during the FY 2024-25.

AUDIT COMMITTEE

The Audit Committee comprised of Mr. P Nagarajan, Mr. R Chandrasekar and Ms. S Aparna as its Members. Consequent to the resignation of Mr. R Chandrasekar as a Director, Mr. Jeeva Balakrishnan

was inducted as a Member of the Committee, with effect from 14 May, 2025.

During the year ended 31 March, 2025, the Committee met four times on 6 May, 2024, 2 August, 2024, 5 November, 2024 and 3 February, 2025.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprised of Mr. R Chandrasekar, Mr. P Nagarajan and Ms. S Aparna as its Members. Consequent to the resignation of Mr. R Chandrasekar as a Director, Mr. Jeeva Balakrishnan was inducted as the Chairman of the Committee, with effect from 14 May, 2025.

During the year ended 31 March, 2025, the Committee met once on 6 May, 2024.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a whistle blower mechanism which inter alia covers an avenue to raise concerns. The mechanism provides for adequate safeguards against victimisation of directors / employees / customers who avail of the mechanism and also for appointment of an ombudsperson who will deal with the complaints received. During the year, no personnel have been denied access to the Audit Committee.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of financial year and the date of this report.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place a policy for prevention of sexual harassment 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. ICC has been set up to redress complaints received regarding sexual harassment. During the calendar year ended 31 December, 2024/financial year ended 31 March, 2025, there were no referrals received by ICC.

ANNUAL RETURN

In accordance with sections 134(3)(a) and 92(3) of the Act, the annual return in Form MGT-7 is available on the website - https://www.kartikinvestments.com/annual-reports.html

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company did not meet the threshold prescribed under section 135 of the Companies Act, 2023 and hence provisions of CSR is not applicable.

DISCLOSURE OF REMUNERATION

The Company does not have any employees and hence the disclosure with respect to remuneration as required under section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

PARTICULARS OF EMPLOYEES

During the year, there were no employees covered by the provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Proper internal financial controls have been laid down to be followed by the Company with reference to the financial statements and such internal financial controls are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans and guarantees under section 186 of the Act. The Companys investments include Rs. 440.19 lakhs in equity shares and Rs. 47.00 lakhs as fixed deposits with banks.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions as approved by the Board and the same is available on the website of the Company - https://www.kartikinvestments.com/Companv- policies.html. There were no transactions with related parties entered into by the Company during the FY 2024-25. There were no transactions with promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. There were no contracts or arrangements entered into with related parties during the year to be disclosed under sections 188(1) and 134(h) of the Act in Form AOC-2.

FORMAL ANNUAL EVALUATION

In compliance with the Section 134(3)(p) of the Companies Act, 2013 and the rules made there under, the annual performance evaluation of the Board, individual directors and the Committees were carried out during the year under review. The Independent Directors met once during the year without the presence of non-executive director and management team and reviewed the performance of the Board and its Committees.

RISK MANAGEMENT POLICY

The Company has a risk management policy in place, which is periodically reviewed by the Audit Committee.

REMUNERATION POLICY, CRITERIA FOR BOARD NOMINATION & SENIOR MANAGEMENT APPOINTMENT

The Board of directors has framed a remuneration policy relating to the remuneration of the directors, key managerial personnel and other employees. The Company has further formulated the criteria for board nomination and senior management appointment including determining qualifications, positive attributes and independence of a director. The Companys policy on directors appointment and remuneration is available in - https://www.kartikinvestments.com/Company-policies.html

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview

Kartik Investments Trust Limited is a Public Company incorporated on 25 January 1978 and has its registered office at Chennai. The Company is into financial intermediation other than that conducted by monetary institutions.

The shares of the Company are listed on BSE Limited. The Company has only one class of shares - equity shares of par value Rs.10/- each. The authorised share capital of the Company is Rs.1 crore and the subscribed and paid up share capital of the Company is Rs.24.40 lakhs divided into 2,44,000 shares of Rs.10/- each.

Considering the Companys operations, the details forming part of Management Discussion and Analysis Report under Part B of Schedule V are not applicable.

Financial Review

RESULT OF OPERATIONS Balance sheet

A summarised version of the Companys balance sheet size is given below:

Particulars	March 2025	March 2024
Assets
Non-Current investments	441.59	473.91
Other Assets	53.27	55.80
TOTAL	494.86	529.71
Liabilities
Net-worth	419.86	447.17
Other Liabilities	75.00	82.55
TOTAL	494.86	529.71

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the listed entity having a paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.

As at 31 March, 2025, the paid-up equity share capital was Rs. 24.40 lakhs and the net worth was Rs. 419.86 lakhs. Hence, accordingly, the corporate governance disclosures as required under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Accordingly, the Company is not required to furnish the Corporate Governance Report in the Annual Report.

OTHER DISCLOSURES

The Company has not filed any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review and there are no pending proceedings as at the end of the financial year.

During the year, the Company had not made any one-time settlement with banks or financial institutions.

There are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and

associate companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with all the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 34(3) of the Listing Regulations, the Company does not have any shares in the demat suspense account or unclaimed suspense account as on March 31, 2025.

ACKNOWLEDGEMENT

The directors wish to thank the bankers and other stakeholders for their continued support during the year under review.

	On behalf of the Board
Place: Chennai	P NAGARAJAN
Date: May 14, 2025	Chairman