Equity Analysis

Dear Members,

Your directors present the 40^th Annual Report along with the audited standalone and consolidated financial statements for FY2024.

Kalyan Capitals Limited ("KCL" or "the Company") is registered with the Reserve Bank of India as a Non-Banking Financial Company - Investment and Credit Company (NBFC - ICC) vide RBI registration number 14.00270 dated 4^th March, 1998 (new certificate issued in the name of new name i.e. Kalyan Capitals Limited on August 18^th, 2023). Further, as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, the Company is categorized as a Base-layer NBFC, considering it does not avail public funds and does not have any customer interface.

1. Financial Highlights

The Financial performance of your Company for the year ended 31^st March, 2024 is summarized below:

2. Company Performance Overview

During the Financial Year under review, the total revenue from operations of the Company was Rs. 1967.97 Lakhs as against Rs. 1513.84 Lakhs in the previous year. The Company earned Net Profit of Rs. 135.97 Lakhs in the current Financial Year as against a profit of Rs. 167.63 Lakhs in the previous Financial Year.

The Company further expanded its geographical presence by reaching out to underserved semi urban areas and increased its footprint by operationalize a Gold Loan scheme on a pilot basis in Delhi and opening new branch there.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs. 3170.09 Lakhs as against Rs. 1985.05 Lakhs in the previous year and Consolidated Net Profit of Rs. 738.58 Lakhs for the Financial Year ended 31^st March, 2024 as against a profit of Rs. 399.10 Lakhs in the previous Financial Year.

4. Capital Structure

The capital structure of the Company remained unchanged during the financial year 2023-24. As on March 31^st, 2024, the Authorised Share Capital of the Company is Rs. 11,51,00,000 (Rupees Eleven Crores and Fifty-One Lakhs only) divided into 5,75,50,000 (Five Crores Seventy-Five Lakhs and Fifty Thousand only) equity shares of face value of Re.2/- (Rupees Two each) and the Issued, Subscribed and Paid-up Equity Share Capital is Rs. 10,50,26,210 (Rupees Ten Crores Fifty Lakhs Twenty-Six Thousand Two Hundred and Ten only) divided into 5,25,13,105 (Five Crores Twenty-Five Lakhs Thirteen Thousand One Hundred and Five only) equity shares of Re. 2/- (Rupees Two) each.

5. Reserves & Surplus

As per Section 45-IC of the Reserve Bank of India Act, 1934 (‘RBI Act?), every NBFC is required to transfer a sum not less than twenty percent of its net profit for the year to the ‘Statutory Reserve Fund?. Your Company has transferred Rs. 27.19 lacs to the said Reserve.

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended 31^st March, 2024.

Therefore, the details as required under Rule 8(5) (v) and 8(5) (vi) have not been provided.

7. Material Changes and Commitments, if any, affecting the Financial Position of the Company between the end of the Financial Year and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

8. Declaration of Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company; thus, no dividend is being recommended for this year.

9. Subsidiaries/Joint Ventures/Associates

During the year under review, the Company has only one subsidiary i.e., Anmol Financial Services Limited (AFSL) and the Board of Directors reviewed the affairs of the same. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure I to the Board?s report. The statement also provides details of the performance and financial position of the subsidiary, along with the changes that occurred, during fiscal year 2024.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, www.kalyancapitals.com.

There have been no changes in the nature of business of your Company during the Financial Year 2023-24.

During the year review no investor complaints were registered on SCORES Portal of SEBI from any investor of the Company.

During the Financial Year 2023-24, the designation of Mr. Rajesh Gupta (DIN: 00006056) was changed from Managing Director to Non-Executive Director w.e.f. May 02^nd, 2023 on completion of his 5 year term.

Mr. Jagdish Prasad Meena (DIN: 09280973) was appointed as a Non-Executive Non Independent Director w.e.f. May 23^rd, 2023. In order to fulfil the composition as per Regulation 17 of SEBI (LODR) Regulations, 2015, the position of Mr. Jagdish Prasad Meena was changed from Non-Executive Non Independent Director to Non-Executive Independent Director w.e.f. August 08^th, 2023.

Mr. Rabindra Kumar Das (DIN: 00233306), Chief Executive Officer and Executive Director of the company had tendered his resignation and ceased to hold the position of Key Managerial Personnel (KMP) within the Company, w.e.f. closing hours of December 27^th, 2023.To fill this vacancy, the Board appointed CA Kushal Gupta (DIN: 10414379) as the Managing Director for a term of five years, commencing December 28^th, 2023 and extending until December 27^th, 2028. CA Kushal Gupta has also been appointed as a Key Managerial Personnel of the Company, effective from December 28^th, 2023. Also, the Board in its meeting held on December 28^th, 2023 approved the resignation of Mrs. Prema Lata Khuntia from the position of Independent Director w.e.f. December 28^th, 2023 and appointment of Mrs. Mamta Gupta as an Independent Director w.e.f. December 28^th, 2023.

The Company secured Member?s approval for the aforementioned appointments and changes in designation through a postal ballot.

Pursuant to the provisions of Section 203 of the Act, Mr. Deepak Garg was appointed as the new Chief Financial Officer w.e.f. December 28^th, 2023, as Mr. Arun Agarwal resigned from the position of CFO w.e.f. December 15^th, 2023.

Mr. Kushal Gupta resigned from the directorship w.e.f. June 05^th, 2024.

Mr. Rishabh Talwar was appointed as Non-Executive Independent Director w.e.f. May 29^th, 2024.

Mr. Sanjeev Singh was appointed as the Chairman & Executive Director w.e.f. August 12^th, 2024 as Mr. Rajesh Gupta resigned from the Chairmanship w.e.f. August 05^th, 2024.

Mr. Kushal Gupta resigned from the position of Managing Director w.e.f. May 27^th, 2024. Mr. Pardeep Kumar was appointed as the Chief Executive Officer w.e.f. May 29^th, 2024. Mr. Deepak Garg resigned from the position of CFO w.e.f. August 21^th, 2024.

The Board has laid down separate Code of Conduct for Directors and Senior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013.

All Board members and Senior Management Personnel have affirmed their compliance with the Company?s Code of Conduct for FY2024. A declaration to this effect signed by the CEO & Director is included in this Report.

Pursuant to Section 149 (7) of the Act, all Independent Directors had given declaration and necessary confirmation of eligibility under Section 149(6) of the Act.

In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed their eligibility as per Regulation 16 (1) (b) of Listing Regulations and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the databank of Independent Directors.

Further, the Board has ensured the veracity of the disclosures and opines that there has been no change in the circumstances which may affect their status as Independent Directors of the

Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

All new independent directors are inducted into the Board familiarization program. The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Company?s procedures and practices. Periodic information is provided to the Board and Committees on business and performance updates of the Company, business strategy and risks involved. Updates on relevant statutory, regulatory changes and landmark judicial pronouncements encompassing important laws are regularly provided to the Directors. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his role, function, duties and responsibilities. The formal letter of appointment and familiarization program for independent directors are available on our website at www.kalyancapitals.com.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31^st, 2024, the Board had eight members, one of whom is an Executive Director, three Non-Executive Non-Independent Director and four Independent Directors which includes two women directors (one Non Independent & one is Independent Director).

The policy of the Company on directors? appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the company at www.kalyancapitals.com.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors of the

Company regularly review the policy on director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under Section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

As per the requirements of RBI Master Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the non-executive directors vis-?-vis the Company are disclosed in the Corporate Governance Report.

The Board meets at regular intervals to, inter-alia, discuss about the Company?s Policies and strategy apart from other Board matters. The tentative annual calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors.

The details about the Board/Committee meetings are given at length in Report on Corporate Governance Report forming part of this Annual Report. (Annexure II).

Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director?s performance, various parameters like Directors profile, contribution in

Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2023-24 by Nomination and Remuneration Committee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

During the year all the recommendations of the Audit Committee were accepted by the Board.

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable on your Company and hence have not been provided.

The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2023-24.

There are no employees employed throughout the year and in receipt of remuneration of Rs.1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, accordingly, details as required have not been provided.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees? remuneration, and the list of top 10 employees in terms of remuneration drawn, 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, form part of Annexure-III (a) and Annexure-III (b) to this Board?s Report.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification, approving and monitoring of such transactions. All the related party transactions that were entered during the Financial Year were conducted in the ordinary course of business and on an arm's length basis. Thus, disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 31 of the financial statements in accordance with INDAS 24 for the Financial Year ended on March 31, 2024.

A statement in summary form of transactions with related parties in the ordinary course of business and arm?s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval (if any occurred). As required under Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company i.e. www.kalyancapitals.com.

The full Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any as per the provisions of Section 186 of the Companies Act, 2013 are provided in the notes of accompanying Standalone Financial Statement.

In accordance with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31^st, 2024 is available on the Company?s website and can be accessed at https://www.kalyancapitals.com/annual_return

M/s T.K. Gupta & Associates, Chartered Accountants (FRN: 011604N) were re-appointed as the statutory auditors of the Company by the members at the 40^th AGM of the Company held on 27^th September, 2024 for a second term of five consecutive years from conclusion of the said AGM until the conclusion of the 45^th AGM.

Auditors? Report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Hemant Kumar Sajnani & Associates, Company Secretaries (M. No.: FCS 7348; COP: 14214) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31^st, 2024, is annexed to this Report as "Annexure-IV".

The Secretarial Auditor in its Report for the Financial Year 2023-24, reported that the BSE has issued notice for imposing a fine for non-compliance of Regulation 17(1) of the SEBI (LODR) Regulation, 2015 pertaining to the composition of the Board including failure to appoint woman Director. The company has already on Board two Woman Director and complied with the provisions of regulation 17(1) of SEBI (LODR) Regulation, 2015 at the time of imposing of fine and also has filed waiver application with the exchange for the same which is still pending with the BSE.

Also the auditor reported that the company has made delayed submission of the outcome of Board meeting in which Audited Standalone and Consolidated Financial Results for the Quarter and Financial Year ended March 31, 2023 are approved which was due to technical problem and slow network, the submission has been delayed by 13 minutes.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s. RGAR & Associates, Chartered Accountants, (FRN: C400023) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-24. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

In terms with the provisions of Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board?s report.

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 (the ‘Master

Directions?) which now supersedes the existing NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size, activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC Top Layer.

In accordance with the Master Directions, NBFCs not availing public funds and not having any customer interface are classified as a Base Layer of the regulatory structure. Considering the nature of business, the Company is categorized under the Base Layer.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The

Company?s internal control system is commensurate with its size, scale and complexities of its operations.

The Board has appointed Internal Auditors to more strengthen the Internal Financial Controls. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company?s Code of Conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company on www.kalyancapitals.com.

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Report as Annexure

According to the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company?s Secretarial Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance by Secretarial Auditor is forming part of Annual Report as an

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and the said code is available on the Company?s website and can be accessed at www.kalyancapitals.com.

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the Financial Year ended 31^st March, 2024.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

Rules dated 24^th March, 2021 of the Companies Act 2013, No application was filed against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

There were no significant /material orders passed by the Regulators.

The Company?s shares are listed on BSE Limited and your Company has paid the annual listing fees for the Financial Year 2023-24.

The Company is registered with the RBI as a Non-Systemically Important Non-Deposit taking

Non-Banking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time to time.

The snapshot of the Capital Adequacy Ratio (CAR) of the company in comparison with the previous year on standalone basis is as follows:

There was no auction conducted by the Company during the Financial Year 2023-24 in respect of defaulter in any loan accounts.

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. During the Financial Year 2023-24:

No. of Complaints received: Nil No. of Complaints disposed off: Nil

Your Board of Directors confirms that: a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; b) Your Company does not have any ESOP scheme for its employees/Directors; and c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

Pursuant to the provisions of the Section 134(3) (C) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: a. in the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same; b. 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 your Company as at 31^st March, 2024 and of the profit and loss of the Company for the Financial Year ended 31^st March,2024; c. proper and sufficient care has been taken 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; d. the annual accounts have been prepared on a ‘going concern? basis; e. proper internal financial controls laid down by the Directors were followed by the

Company and that such internal financial controls are adequate and were operating effectively; and f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Your directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers and other stakeholders of the Company.