Shri Kalyan Holdings Ltd Directors Report

Dear Members,

Shri Kalyan Holdings Limited

The Board of Directors of Shri Kalyan Holdings Limited with immense pleasure presents their 34th report on the business and operations of the Company for the financial year 2025-26. This report is being presented along with the Audited Financial Statements for the year.

1. FINANCIAL PERFORMANCE OF THECOMPANY

The Companys financial performance for the year ended March 31, 2026 is summarized below:

(Rs. in lakhs)

Particulars	Financial Year	Financial Year
	2025-26	2024-25
Revenue from Operations	4.46	151.12
Other Income	0.00	1.06
Total Income	4.46	152.18
Total Expenses	85.85	46.91
Profit/(Loss) before Tax	(81.40)	105.28
Current Tax	10.00	12.05
Deferred Tax	(16.61)	20.82
MAT Credit Entitlement Utilised/Created	(10.00)	(9.07)
Total Tax Expense	(16.61)	23.80
Profit/(Loss) after Tax	(64.79)	81.47

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

2. OPERATIONS AND COMPANYS AFFAIRS

During the year under review, the Company recorded revenue from operations of Rs4.46 lakh as compared to Rs151.12 lakh in the previous financial year. The Company incurred a loss before tax of Rs81.40 lakh and a loss after tax of Rs64.79 lakh during FY 2025-26, as compared to a profit before tax of Rs105.28 lakh and a profit after tax of Rs81.47 lakh during FY 2024-25. The decline was primarily attributable to loss on fair-value changes and impairment on financial instruments during the year.

The Company is primarily engaged in financing and investment activities as a Non-Banking Financial Company. The Company continued to service its debt obligations and maintained a prudent approach towards liquidity, asset quality, risk management and regulatory compliance during the year.

3. TRANSFER TO RESERVES

In view of the loss incurred during FY 2025-26, no amount was transferred to the statutory reserve maintained under Section 45-IC of the Reserve Bank of India Act, 1934 or to the General Reserve during the year.

4. DIVIDEND

In view of the loss incurred during FY 2025-26 and with a view to conserve resources, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

5. SHARECAPITAL

During the Financial Year 2025-26, 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. NUMBEROF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2025-26 the Board met 04 (Four) times on May 30, 2025, August 14, 2025, November 14,

2025 and February 14, 2026.

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 and the Listing Regulations.

The attendance of each Director at the Meetings of the Board of Directors held during the financial year 2025-26 is as follows:

Serial No.	Name of Directors	Designation	Number of Board Meetings entitled to attend	No. of Board Meetings Attended	Attendance at the last AGM
1	Rajendra Kumar Jain	Whole time Director	4	4	Yes 29.09.2025
2	Bhupendra Kumar Jain	Managing Director	4	4	Yes 29.09.2025
3	Pramod Kumar Gupta	Independent Director	4	4	Yes 29.09.2025
4	Vivek Patni	Independent Director	4	4	Yes 29.09.2025
5	Arushi Jain	Director	4	4	Yes 29.09.2025

The present Directors of the Company are as follows:

Serial No.	Name of Directors	Designation
1	Rajendra Kumar Jain (DIN: 00168151)	Whole time Director
2	Bhupendra Kumar Jain (DIN: 00168215)	Managing Director
3	Pramod Kumar Gupta (DIN: 10504388)	Independent Director
4	Vivek Patni (DIN:10834752)	Independent Director
5	Arushi Jain (DIN: 08828057)	Director

Key Managerial Personnel

The present Key Managerial Personnel of the Company are as fo lows:

Serial No.	Name of Directors	Designation
1	Rajendra Kumar Jain (DIN: 00168151)	Whole time Director
2	Bhupendra Kumar Jain (DIN: 0016215)	Managing Director
3	Shikha Agarwal	Company Secretary & Compliance Officer
4	Rajendra Kumar Chhipa	Chief Financial Officer

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/ KEY MANAGERIAL PERSONNEL APPOINTMENT/ RE-APPOINTMENT/ CESSATION

In accordance with Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Arushi Jain (DIN: 08828057), Non-Executive, Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

During the financial year under review, based on the recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 14, 2025, appointed Mr. Rajendra Kumar Chhipa as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 14, 2025, pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the applicable rules and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. NOMINATION & REMUNERATIONPOLICY:

The management of the Company is immensely benefitted from the guidance, support and mature advice from the members of the Board of Directors who are also members of the various Committees. The Board consists of the director possessing diverse skills, rich experience to enhance the quality performance of its Directors.

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws.

The Board of Directors has, on the recommendation of the Nomination and Remuneration Committee framed a policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters as mandated under Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the Board of Directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to t hem and to evaluate their performance.

The Nomination and Remuneration Policy, approved by the Board is available on the website of the Company and the same can be accessed at https://www.shrikalyan.co.in/comp/Nomination-and-Remuneration-Policy.pdf.

The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

(a) To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Companys corporate strategy, with the objective to diversify the Board;

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

(c) To recommend to the Board on the selection of individuals nominated for Directorship;

(d) To make recommendations to the Board on the remuneration payable to the Directors / KMPs /Senior Officials so appointed /reappointed;

(e) To assess the independence of independent Directors;

(f) such other key issues/matters as may be referred by the Board or as may be necessary in view of the regulations and provision of the Act and Rules thereunder.

To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

(g) To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(h) Performance Evaluation of every Director, Key Managerial Personnel and Senior Management Personnel.

10. PREVENTION OF INSIDER TRADING

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.

Further, as per the provisions of Regulation 3 of PIT Regulations the structured digital database (SDD) is maintained by the Company in Orion Legal Compliance Software for the purpose of maintaining record of unpublished price sensitive information ("UPSI") shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

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

Pursuant to the provisions of section 139 of the Act, M/s. Rajvanshi & Associates, Chartered Accountants, Jaipur (FRN 005069C), were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of 32nd AGM till the conclusion of 37th AGM to be held in the year 2029.

Further, the Company has received a written consent and eligibility certificate under second proviso of Section 139 of the Companies Act, 2013 from the auditors M/s Rajvanshi & Associates, Chartered Accountants, Mumbai (FRN 005069C).

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

• Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable rules, the Board of Directors, on the recommendation of the Audit Committee, has recommended the appointment of M/s V. M. & Associates, Practicing Company Secretaries, Jaipur (Firm Registration No. P1984RJ039200; Peer Review Certificate No. 5447/2024), as Secretarial Auditor of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30, subject to approval of the Members at the ensuing Annual General Meeting.

As per Section 204 of the Act, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries (Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors of the Company at 33rd AGM of the Company held on September 29, 2025 for a term of five years consecutive years commencing from April 01, 2025 to March 31, 2030.

The Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries in Practice, for the financial year ended March 31, 2026 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,

1. The Company has defaulted in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with regard to the yearly disclosure by the promoters. The said disclosure was not submitted for the financial year ended March 31, 2026.

Management Reply:

The annual disclosure under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the financial year ended March 31, 2026 could not be submitted within the prescribed timeline due to an inadvertent oversight. The Company has initiated necessary steps to submit the disclosure without further delay and shall preserve the acknowledgement thereof. The Company has also strengthened its compliance-monitoring mechanism to ensure timely submission of such disclosures in future.

2. The Company failed to file the Shareholding Pattern under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter and half-year ended September 30, 2025 within the prescribed time period.

Management Reply:

The Shareholding Pattern for the quarter and half-year ended September 30, 2025 was filed after the prescribed timeline due to an inadvertent delay. The applicable fine levied by bSe Limited has been duly paid and the relevant payment acknowledgement has been maintained by the Company. Necessary controls have been implemented to ensure timely filing of periodic disclosures in future.

3. The Company has not complied with various provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to timely updation of its website.

Management Reply:

Certain disclosures required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not updated on the Companys website within the prescribed timelines. The Company has initiated a comprehensive review of its website and is taking necessary steps to update the pending disclosures and reorganise the Investor Relations section in accordance with the applicable requirements. A periodic website-compliance checklist and review mechanism are also being implemented to ensure timely and continuous compliance in future.

4. The Company failed to comply with BSE Circular No. 20241018-44 dated October 18, 2024 with regard to submission of quarterly and annual Structured Digital Database (SDD) compliance certificates certified by a Practising Company Secretary during the financial year ended March 31, 2026.

Management Reply:

The quarterly and annual compliance certificates relating to the Structured Digital Database were inadvertently not submitted during the financial year ended March 31, 2026. The Company is taking necessary steps to regularise the pending compliance, wherever permissible, and shall ensure timely submission of the prescribed certificates duly certified by a Practising Company Secretary in future. The relevant requirement has also been incorporated into the Companys compliance calendar.

5. The Company has not complied with Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as certain entries were captured in the Structured Digital Database after the Unpublished Price Sensitive Information became generally available.

Management Reply:

Certain entries relating to the sharing of Unpublished Price Sensitive Information were inadvertently recorded in the Structured Digital Database after the relevant information had become generally available. The delay was procedural in nature. The Company has reviewed the relevant entries and strengthened its internal process to ensure that all details of sharing of UPSI are recorded promptly, with the required date and time stamp, before or simultaneously with the sharing of such information. The designated persons and concerned officials have also been advised to ensure strict compliance with Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

6. The Company has defaulted in compliance with various applicable provisions of the Companies Act, 2013 and the Secretarial Standards issued by the Institute of Company Secretaries of India with regard to conduct of Board and General Meetings, maintenance of minutes, signing of various documents and maintenance of the Companys records.

Management Reply:

Certain procedural and documentation-related deficiencies were observed in connection with the conduct of Board, Committee and General Meetings, maintenance and signing of minutes and other statutory records. The deficiencies were inadvertent and did not affect the substance of the decisions taken at the respective meetings. The Company has initiated a detailed review of the relevant Notices, Agenda papers, attendance records, signed Minutes Books and other statutory records. Wherever unsigned or incomplete working copies had earlier been furnished for verification, the duly signed original records shall be made available to the Secretarial Auditor. Any omission or clerical inconsistency shall be addressed only through the legally permissible process, including noting, ratification or recording of appropriate clarifications at subsequent meetings, wherever required, without making any unauthorised or backdated alteration to signed minutes. The Company has further strengthened its secretarial-compliance procedures by introducing detailed meeting checklists, document-execution controls, periodic verification of statutory records and timely monitoring of compliances under the Companies Act, 2013 and the applicable Secretarial Standards.

• Internal Auditors

Pursuant to Section 138 of Act read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. In consonance with the aforementioned requirements, M/s. Shah Surendra & Associates. (Firm Registration No. 004666C), Chartered Accountants, were appointed as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2025-26.

The Internal Audit Report for the financial year ended on 31st March, 2026 was submitted before the audit Committee and Board of Directors.

The Internal Auditors Report for the financial year ended on 31st March, 2026 are free from any qualification, reservation, observation and adverse remark.

M/s. Shah Surendra & Associates., Chartered Accountants (Firm Registration No. 004666C) have confirmed their eligibility and willingness to accept the appointment as Internal Auditor for the Financial Year 2025-26. The Company has received consent/eligibility certificates etc. from M/s. Shah Surendra & Associates., Chartered Accountants. Accordingly, Board in its meeting held on May 28, 2026 has re-appointed M/s Shah Surendra & Associates., Chartered Accountants, Jaipur (Firm Reg. No. 004666C) as the Internal Auditor of the Company for the Financial Year 2026-27.

• Cost records and Cost Audit

The provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year.

12. REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditors, Secretarial Auditors and Internal Auditors 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, GUARANTEESOR 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. 4 and 6 in audited financial statements for the financial year ended on March 31, 2026.

15. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, Company did not enter into any contracts, arrangements or transactions with related parties that could be considered material in terms 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 Act, read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable on the Company.

Further, the details of related party transactions entered by the company during the year are set out in Note No. 30 of the Notes to the Financial Statements.

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, 2026 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 / CHANGE IN THE NATURE OF THE BUSINESS

Subsequent to the close of the financial year and up to the date of this Report, the Board of Directors, at its meeting held on August 14, 2026, appointed Mr. Hemang Jain as General Manager of the Company with effect from August 14, 2026, on such terms and conditions as approved by the Board. Except for the aforesaid appointment, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

There is no change in the nature of the business as compared to the immediately preceding Financial Year.

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 a sound internal control framework is a fundamental pre-requisite for effective corporate governance. Accordingly, the Company has established robust internal control systems designed to provide reasonable assurance with respect to the effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations.

The internal control framework of the Company encompasses well-documented policies, defined delegation of authority, segregation of duties, system-based access controls, and comprehensive procedures for document management and record keeping. These controls are continuously monitored and assessed to ensure their adequacy, effectiveness, and efficiency in line with the size, scale, and complexity of operations.

The management is committed to maintaining an effective internal control environment that safeguards the Companys assets, prevents revenue leakages, ensures proper utilization of resources, and enables reliable and timely financial reporting. The Audit Committee of the Board periodically reviews the internal audit reports, compliance with internal control systems, and risk management framework to ensure that internal control mechanisms remain effective. The Statutory Auditors of the Company have also confirmed the adequacy and operating effectiveness of the Companys internal f inancial controls during the year under review.

20. RISK MANAGEMENT

Risk management is an integral part of the Companys business strategy, with a strong focus on embedding a risk management culture across the organization. The Company has formulated and implemented a comprehensive Risk Management Policy that lays down the framework for identification, assessment, monitoring, and mitigation of risks that may affect the achievement of key business objectives.

The risk management framework seeks not only to minimize potential adverse impacts of risks but also to enable the Company to leverage emerging market opportunities effectively. The framework is periodically reviewed to ensure alignment with evolving business needs and external environment, with distinct emphasis on organizational performance, operational continuity, physical security, employee well-being, and overall organizational sustainability

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

Liquidity Risk: Liquidity risk is the risk that the Company may not be able to meet its financial obligations in any location, in any currency, and at any point in time. This may manifest in three dimensions:

Funding Risk: inability to replace net outflows due to unanticipated withdrawals or outflows..

Time Risk: delays in receiving expected inflows of funds

Call Risk: crystallization of contingent liabilities or inability to undertake profitable business opportunities at the desired time.

Interest Rate Risk: This refers to the risk arising from adverse movements in market interest rates, which may impact the Companys financial position. Short-term changes affect Net Interest Income (NII), while long-term mismatches between assets, liabilities, and off-balance sheet items may affect the net worth and cash flows..

Strategic Risk: Strategic risk arises from ineffective formulation or execution of business strategies, which may impact growth, competitiveness, and long-term sustainability.

Risk Treatment: The Company adopts a structured approach to risk treatment, prioritizing risk control actions based on their potential impact on organizational performance. Risk treatment measures include risk avoidance, risk mitigation, risk transfer (such as insurance), risk financing, and risk absorption. These measures aim to ensure

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

Risk treatment is applied at all levels of the organization, with appropriate validation mechanisms to ensure smooth achievement of strategic and operational objectives.

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

Performance evaluation has emerged as a significant tool to enhance the effectiveness of the Board and its members, benefiting not only the individual Directors but also the Board collectively and the Company as a whole. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company carried out the annual evaluation of its own performance, the performance of its Committees, and that of individual Directors.

During the year under review, the Company completed its internal evaluation cycle covering the Board as a whole, its Committees, Independent Directors, and other individual Directors. The evaluation process considered various parameters including:

? Composition and structure of the Board and Committees,

? Skills, experience and competencies of Directors,

? Performance of specific duties and obligations,

? Quality of discussions and governance practices, and

? Contribution towards effective decision-making.

In line with the Guidance Note on Board Evaluation issued by SEBI, the evaluation of individual Directors was carried out separately, focusing on parameters such as attendance at meetings, quality of participation, independence of judgment, and contribution to Board deliberations.

The Chairman of the Company also held one-on-one interactions with each Director to obtain feedback on their performance and overall Board effectiveness. The evaluation of the Board, Committees, and individual Directors was facilitated through structured questionnaires and feedback mechanisms, ensuring a fair and comprehensive assessment process.

In compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Guidance Note issued by SEBI, the Company conducted a formal annual evaluation of the performance of the Board, its Committees, individual Directors, and the Chairman of the Company.

A separate meeting of Independent Directors was held during the year, wherein they evaluated the performance of NonIndependent Directors, the Board as a whole, and the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

The performance evaluation of the Board was carried out on the basis of parameters such as:

? Board structure, diversity, and composition,

? Competence and experience of Directors,

? Effectiveness of strategy and performance monitoring,

? Quality of risk evaluation and management oversight,

? Independence of the management from the Board, and

? Quality of secretarial support and Board processes.

The Committees of the Board were evaluated on the basis of their mandate and composition, effectiveness of functioning, independence from the Board, structure and conduct of meetings, and their contribution to the decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on parameters such as qualifications, knowledge, skills, competency, integrity, fulfillment of functions, availability and attendance, initiative, contribution, and commitment. Independent Directors were additionally evaluated on aspects of independence, objective judgment, and impartial decision-making.

The evaluation of the Chairman, apart from the criteria applied for individual Directors, also considered leadership effectiveness, impartiality in conducting meetings, and ability to guide the Board towards achieving strategic objectives.

The Board, based on feedback received through structured questionnaires and discussions, concluded that the Directors collectively and individually performed effectively and demonstrated a high level of engagement with the Companys governance and management processes. The respective Directors did not participate in the evaluation of their own performance.

The Directors expressed overall satisfaction with the evaluation process and outcomes.

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 2025-26

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
Number of complaints pending for more than 90 days	0

23. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Maternity Benefit Act, 1961 was enacted to safeguard the employment and well-being of women during maternity by providing for maternity leave, benefits, and protection against dismissal or discrimination on account of pregnancy. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company hereby discloses the following information for the financial year 2025-26.

Particulars	Nos
Total number of women employees	2
Number of women employees who availed maternity leave during the year	0
Number of women employees who returned to work after availing maternity leave	0

The Company is committed to providing a safe, inclusive, and supportive working environment for all women employees, in line with the provisions of the Act.

In line with our commitment to employees welfare and compliance with applicable labor laws, the company has proactively adopted relevant provisions of the Act wherever feasible.

24. 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, 2016 as 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.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGSANDOUTGO 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 operations of the Company are primarily in the financial services sector and, therefore, involve only normal consumption of electricity. Nevertheless, during FY 2025-26, the Company continued to undertake conscious efforts to reduce energy consumption and promote efficient use of resources.
		The Company continued using energy-efficient LED lighting and low- power-consumption computer systems and monitors at its office. Employees were encouraged to switch off lights, air conditioners, computers and other electrical equipment when not in use. The Company also continued to adopt digital communication, electronic document management and online reporting systems, thereby reducing the consumption of electricity, paper and other resources. energy and contributing to sustainability.
II	the steps taken by the company for utilizing alternate sources of energy	Considering the nature and scale of the Companys operations, no alternate source of energy was utilised during FY 2025-26.
III	the capital investment on energy conservation equipment	No material capital investment was made on energy conservation equipment during FY 2025-26.

(b) Technology absorption

I	the efforts made towards technology absorption	During FY 2025-26, the Company continued to upgrade and utilise its information-technology systems to improve operational efficiency, strengthen risk-management practices and ensure timely statutory reporting and compliance. The Company adopted updated financial and accounting software, cloud-based applications, digital communication systems, electronic document-management facilities and process- automation tools. These initiatives facilitated faster processing of information, improved data accuracy, strengthened internal controls and reduced dependency on physical records.
II	The benefits derived like product improvement cost reduction, product development or import substitution	The technology initiatives undertaken by the Company resulted in improved operational efficiency and productivity, faster processing and reporting, better accuracy of financial and operational data, strengthened internal-control and compliance systems, reduction in paper usage, improved document accessibility and optimisation of administrative costs and turnaround time.
III	Technology Imported during the last three years The details of technology imported The year of import Whether the technology been fully absorbedIf not fully absorbed, areas where absorption has not taken place, and he reasons thereof	The Company has not imported any technology during the last three financial years, including FY 2025-26. Accordingly, disclosure regarding the year of import, absorption of technology and reasons for non-absorption is not applicable.
IV	The expenditure incurred on Research and Development	Considering the nature of the Companys financial-services business, no specific expenditure was incurred or separately earmarked for Research and Development during FY 2025-26. However, the Company continued to undertake improvements in its systems, processes, digital platforms and operational practices in the ordinary

(c) Foreign exchange earnings and Outgo

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

26. 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 Act and 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 2025-26 on: May 30, 2025, August 14, 2025, November 14, 2025 and February 14, 2026..

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. Pramod Kumar Gupta DIN 10504388	Chairman Independent Director	4	4
Mr. Vivek Patni DIN 10834752	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) NOMINATION AND 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 2025-26 on: August 14, 2025

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. Pramod Kumar Gupta DIN 10504388	Chairman Independent Director	1	1
Mr. Vivek Patni DIN 10834752	Member Independent Director	1	1
Mrs. Arushi Jain DIN: 08828057	Member *Non Independent Non Executive Director	1	1

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) STAKEHOLDERSRELATIONSHIP 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.

Details of no. of complaints received during the year and resolved during the year.

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

The Stakeholders Relationship Committee met 1 (One) times during the financial year 2025-26 on: May 30, 2025

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. Pramod Kumar Gupta DIN 10504388	Chairman Independent Director	1	1
Mr. Vivek Patni DIN 10834752	Member Independent Director	1	1
Mrs. Arushi Jain DIN: 08828057	Member *Non Independent Non Executive Director	1	1

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 T ransfer 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.

27. UNIFORM LISTING AGREEMENT

The Company has entered into a uniform Listing Agreement with BSE Limited on 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 2026-27 has been duly paid.

28. ESTABLISHMENT OF VIGILMECHANISM

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy to ensure that the activities of the Company are carried out in a fair and transparent manner, while upholding the highest standards of professionalism, honesty, integrity, and ethical behavior.

The Vigil Mechanism provides a channel for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct and Ethics. The mechanism also ensures adequate safeguards against victimization of persons who use the mechanism and provides for direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.

The Whistle Blower Policy / Vigil Mechanism is available on the Companys website at the following link: https://www.shrikalyan.co.in/comp/Vigil%20mechanism SKHL.pdf

During the year under review, no complaints were reported under the Vigil Mechanism. The mechanism is functioning effectively and no personnel were denied access to the Audit Committee.

29. CORPORATE SOCIAL RESPONSIBILITY

Companys net worth is below Rs. 500 crore, Turnover is less than Rs.1000 crore and 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.

30. 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 2025-26.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016

"During the financial year under review, no application has been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016."

32. DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the Demat Suspense Account or Unclaimed Suspense Account. Hence, the disclosure requirements under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 are not applicable.

33. PARTICULARSOF 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 are annexed as Annexure II to 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 (Appointment and Remuneration of Managerial Personnel) Rules, 2014is annexed as Annexure III 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. ^•

• MANAGEMENT DISCUSSIONSANDANALYSIS 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:

• INDUSTRYSTRUCTURE AND DEVELOPMENTS

Non-Banking Financial Companies (NBFCs) in India have emerged as a vital component of the countrys financial ecosystem. They have been instrumental in bridging the credit gap for various segments of the economy, particularly the Micro, Small, and Medium Enterprises (MSMEs), retail borrowers, and under-banked populations.

NBFCs complement the traditional banking system by offering financial services tailored to the unique requirements of their clients, leveraging their wider geographical reach, quicker service delivery, and greater operational flexibility. By doing so, NBFCs have become pivotal in promoting inclusive growth and ensuring credit penetration in rural and semi-urban areas. NBFCs contribute significantly to economic development by:

? Providing credit support to MSMEs, transportation, housing, and infrastructure sectors,

? Facilitating employment generation and wealth creation,

? Catering to financially weaker sections of society and bank-excluded customers,

? Supporting rural credit and extending financial assistance in areas like insurance and financial literacy.

In a bank-dominated financial system such as Indias, NBFCs, along with banks, have served as a crucial alternative channel of credit flow to both retail and commercial sectors. Their presence has enhanced efficiency, diversity, and competitiveness in financial intermediation.

Looking ahead, the future growth of the NBFC sector will be shaped by multiple factors, including strong policy support, evolving regulatory oversight, and the rapid digitisation of the financial services value chain. Collectively, these drivers will strengthen the sectors ability to contribute to Indias economic expansion, making NBFCs indispensable to the nations growth story.

• OPPORTUNITIES AND THREATS

The Indian capital market continues to remain strong in the long term, with early signs of revival in economic growth supported by positive sentiments and improving GDP numbers. Rising aspirations of stakeholders, fueled by higher disposable incomes, present significant opportunities for growth. With its strong business model, innovative fund management techniques, and continued investor confidence, the Company is well placed to achieve better performance in the coming years.

NBFCs play a critical role in economic development by funding the unbanked sector, supporting transportation, employment generation, wealth creation, rural credit, and weaker sections of society. This provides the Company with a large and expanding opportunity base.

• The Companys investments in digitisation of processes, migration to cloud-based technologies, workplace transformation, business model innovation, and strengthening of cyber security controls will further enhance its competitive edge.

• At the same time, the Company faces challenges typical to the NBFC sector, such as high cost of funds, slow industrial growth, stiff competition from both banks and NBFCs, and the risk of rising non-performing assets (NPAs). However, with continued government initiatives to infuse liquidity into the economy, employment generation, higher disposable incomes, and increased consumption are expected to provide long-term growth opportunities for the NBFC sector and the Company.

• RISKS & CONCERNS

Being a Non-Banking Financial Company (NBFC), the Company is exposed to specific risks that are inherent to its business operations and the environment in which it functions. These include interest rate volatility, economic cycles, credit risk, market risk, and operational risk. Among these, credit risk, market risk, and operational risk are the most significant. The measurement, monitoring, and management of these risks remain a key focus area for the Company..

Credit Risk: The Company has a strong governance framework to manage credit risk. The Board of Directors and its Committees approve risk strategies and delegate appropriate credit authorities. Robust underwriting practices, combined with continuous risk monitoring, ensure that the portfolio remains within acceptable risk levels. The Company also continues to invest in enhancing its collection capacity to further mitigate risks.

Market Risk : To effectively manage market risk in its investment portfolio, the Company follows a prudent and well-defined investment policy. This policy helps minimize exposure to adverse market movements and ensures that risks remain within controlled parameters

Operational Risk: Operational risk arises from inadequate or failed internal processes, systems, human factors, or external events. This risk is inherent in both business activities and supporting functions. The Companys goal is to maintain operational risk at an appropriate level, in line with the nature of its business, the markets in which it operates, and the prevailing regulatory environment.

While the management does not currently expect a material impact on the value of the Companys assets, it acknowledges that revenue is ultimately dependent on asset valuations and market conditions. Given the dynamic and evolving nature of the environment, the actual impact may differ from current estimates. The Company will continue to closely monitor developments in markets and economic conditions to proactively manage potential risks.

• SEGMENTWISE OR PRODUCT WISE PERFORMANCE

The Company is primarily engaged in the business of financing and investment activities and operates in a single reportable business segment. During the Financial Year 2025-26, the Company recorded total revenue from operations of Rs4.46 lakh as compared to Rs151.12 lakh during the previous financial year.

The Company incurred a net loss after tax of Rs64.79 lakh during FY 2025-26 as compared to a net profit after tax of Rs81.47 lakh during FY 2024-25. Accordingly, separate segment-wise or product-wise performance disclosure is not applicable to the Company.

• OUTLOOK

The long-term outlook for the Non-Banking Financial Company sector in India remains positive, supported by economic growth, increasing financial inclusion, technological advancement and continued regulatory and policy support.

The Company intends to maintain a cautious and prudent approach considering market volatility, credit risk, interest-rate movements and the evolving regulatory environment. During FY 2026-27, the Company will focus on diversification of risk, preservation of asset quality, efficient utilisation of resources, strengthening of internal controls and adoption of technology- enabled processes.

The Company remains cautiously optimistic about its outlook for FY 2026-27. However, its future financial performance will depend upon prevailing market conditions, the regulatory environment, asset valuations and availability of suitable business opportunities.

• INTERNALCONTROLSYSTEMS:

The Company has in place adequate internal control systems, commensurate with the size, scale, and nature of its operations. These systems are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal control framework is supported by documented policies, guidelines, and procedures. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems and monitors the implementation of audit recommendations.

Further, the Company continuously strives to enhance its internal control framework by adopting best practices, leveraging technology-enabled monitoring tools, and engaging in regular reviews and audits. Based on the review, the Board is of the opinion that the Companys internal control systems are adequate and operating effectively

The Companys internal control systems are considered adequate 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

During FY 2025-26, the Company continued to strengthen its information-technology infrastructure and digital processes to improve operational efficiency, data security, regulatory compliance and management reporting.

The Company continued using updated accounting and financial software, electronic document-management facilities, cloud- based applications and digital communication systems. These initiatives facilitated timely processing of information, improved accuracy of records, strengthened internal controls and reduced dependency on physical documentation.

The Company remains committed to adopting appropriate technology solutions in a cost-effective manner to support its business operations and meet evolving regulatory and operational requirements.

During the Financial Year 2025-26, significant upgrades and enhancements were undertaken in the IT infrastructure and related systems to align with evolving business and technological requirements. These initiatives have enabled the Company to improve monitoring, streamline processes, and ensure secure, efficient, and reliable operations. The Company remains committed to leveraging technology as a key enabler for growth and customer service excellence.

• FINANCIALPERFORMANCE

Shri Kalyan Holdings Limited is a BSE-listed Non-Banking Financial Company registered with the Reserve Bank of India.

During FY 2025-26, the Company recorded revenue from operations of Rs4.46 lakh as compared to Rs151.12 lakh during FY 2024-25. The substantial decrease was primarily attributable to a net loss of Rs76.71 lakh arising from fair-value changes during the year, as compared to a net gain of Rs60.80 lakh in the previous financial year.

The Company incurred a loss before tax of Rs81.40 lakh during FY 2025-26 as compared to a profit before tax of Rs105.28 lakh during FY 2024-25. The loss after tax for FY 2025-26 stood at Rs64.79 lakh as compared to a profit after tax of Rs81.47 lakh during FY 2024-25.

The net worth of the Company as at March 31, 2026 stood at Rs948.83 lakh as compared to Rs1,013.61 lakh as at March 31, 2025. The decrease in net worth was primarily attributable to the loss incurred during FY 2025-26.

• HUMANRESOURCES

The Company recognizes that its people are its most valuable asset and has fostered an open, transparent, and performance-driven culture to nurture and develop this asset. The Company is committed to ensuring the full engagement of its employees by providing safe working conditions, promoting safe behavior, and taking continuous care of their health and well-being.

The Company strives to provide a fair and equitable work environment to all employees, encouraging meritocracy, inclusivity, and continuous learning. Efforts are consistently directed toward creating and sustaining a highly motivated, skilled, and result-oriented workforce.

Employee relations remained harmonious throughout the year under review, reflecting the Companys focus on collaboration and mutual trust. As on March 31, 2026, the Company had four permanent employees.

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. 2025-26	F.Y2024-25	Change	Reason (if more than
			Change (%)	Reason where change is 25% or more
Debtors Turnover Ratio	N.A.	N.A.	N.A.	No trade receivables; hence not applicable.
Inventory Turnover Ratio	N.A.	N.A.	N.A.	The Company is an NBFC and does not hold inventory.
Interest Coverage Ratio	(19.35) times	9.17 times	(311.07%)	Declined due to the loss incurred during FY 2025-26, primarily arising from fair-value loss and impairment on financial instruments.
Current Ratio*	23.61 times	23.60 times	0.05%	Change is below 25%; explanation is not required.
Debt-Equity Ratio	0.04 times	0.03 times	17.19%	Change is below 25%; explanation is not required.
Operating Profit Margin	(1,735.43%)	78.20%	(2,319.32%)	Declined due to lower revenue from operations, fair- value loss and impairment expense during FY 2025-
Net Profit Margin	(1,452.69%)	53.91%	(2,794.62%)	Declined due to the loss after tax reported during FY 2025-26 as compared with profit in FY 2024-25.

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

(Rs. in Lakhs)

Particulars	FY 2025-26	FY 2024-25
Equity Share Capital	998.78	998.78
Other Equity	(49.95)	14.84
Net Worth	948.83	1,013.61
Profit/(Loss) after Tax	(64.79)	81.47
Return on Net Worth	(6.83%)	8.04%

• 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.

34. 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 Reserv e Bank of India and provisions as prescribed in Master Direction - Non-Banking Financial Company - Non Systemically Important NonDeposit 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.

35. 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.

36. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2026. Hence, the details of this clause are not applicable to the Company.

37. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarize them with the Company, their roles, rights, duties, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters. The details of number of programmes and number of hours spent by each of the Independent Directors during the Financial Year 2025-26 and on the cumulative basis, in terms of the requirements of Listing Regulations are posted on the website of the Company and can be accessed at: https://www.shrikalyan.co.in/comp/Familiarization%20Programme%20For%20Independent%20Directors.pdf

Additionally, the Executive Directors of the Company regularly provide detailed updates to the Independent Directors regarding the Companys business plans and strategic initiatives, risks and opportunities for the businesses , Regulatory updates, including changes in applicable laws, SEBI regulations, RBI Guidelines, Circulars/ Notifications issued by MCA and other statutory requirements impacting the Company ensuring transparency and informed oversight.

38. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2025-26 with related parties were in compliance with section 188 of the Act, Regulation 23 of Listing regulations and IND AS-24 and are disclosed under Note No. 30 of the Notes to Standalone Financial Statements for the year ended March 31, 2026. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transaction entered into with related parties is also reviewed by the Audit Committee on a quarterly basis. All related party transactions entered during Financial Year 2025-26 were in the ordinary course of business and on arms length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

During the year under review, no material related party transactions as prescribed in Section 188 of the Act read with Companies (Meetings of the Board and its Powers) Rules, 2014, were entered by your Company. The disclosure under section 134(3)(h) of the Act in Form AOC-2 does not form a part of this report.

The Company has adopted a policy on materiality of related party transactions and on dealing with Related Party Transactions and the same is disclosed on the website of the Company and can be accessed at https://www.baidfinserv.com/wp-content/uploads/2026/04/NewFolder/3.%20POLICY-FQR-Materilitv-of- RPT.pdfRs t=1777463672.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

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 .

40. EXTERNAL RATINGS

During the financial year under review, the Company has not obtained any credit rating or other external rating.

Accordingly, disclosure regarding any revision in such rating is not applicable.

42. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

(A) The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure III forming part of this report.

(B) The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of sub - section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure II.

43. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on March 31, 2026 and a declaration to this effect signed by the Chairman and Managing Directors.

44. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2025-26 have been prepared with the applicable accounting principles in India and the mandatory Indian Accounting Standard (‘Ind-AS) as prescribed under Section 133 of the Act read with the rules made there under.

45. DIRECTORSRESPONSIBILITYSTATEMENT

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, 2026, 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 Company at 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 accounts of the company for the year ended on March 31, 2026 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.

46. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Act, Rules notified thereunder and Listing Regulations are either NIL or Not Applicable.

47. 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 andall 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.

	For and on behalf of Board of Directors
	For Shri Kalyan Holdings Limited Sd/-
	Rajendra Kumar Jain
	Chairman and Whole -Time Director DIN: 00168151
Place: Jaipur	Registered Office: B-19, LalBahadur Nagar,
Date: August 14, 2026	Malviya Nagar Jaipur-302017 (Rajasthan)