Directors Report of Kalyani Investment Company Ltd.

Mar 31, 2025

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

1. Financial Highlights (on stand-alone basis)

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

2. Dividend & Reserves

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

3. Management Discussion and Analysis (MD&A)

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

4. Corporate Governance

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

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

5. Deposits

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

6. Directors

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

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

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

6.1 Board Evaluation

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

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

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

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

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

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

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

6.2 Nomination & Remuneration Policy

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

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

6.3 Meetings of the Board

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

7. Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors'' Responsibility
Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2025 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended March 31, 2025, on a ''going concern''
basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

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

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

9. Corporate Social Responsibility

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

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR
Policy is available on the website of the Company at www.kalyani-investment.com/flnancial/policies.

10. Related Party Transactions

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

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

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

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

11. Risk Management

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

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, and
monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.

The policy on Risk Management, as approved by the Board, is available on the website of the Company at
www.kalyani-investment.com/flnancial/policies

12. Audit Committee

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

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

13. Auditor and Auditor''s Report

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

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

The Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not
call for any further comments.

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

14. Secretarial Audit and Secretarial Standards

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

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

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

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

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

16. Annual Return

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

17. Whistle Blower Policy

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

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

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

18. Particulars of Loans, Guarantees and Investments

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

19. Internal Financial Controls

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

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

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

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

21. Significant and Material Orders

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

22. Familiarization Programme

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

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

23. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

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

24. Consolidated Financial Statements

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

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

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy
for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any
women visiting the Company''s office premises are covered under the Policy. During the year under review,
no complaint was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

26. Acknowledgement

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

For and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : May 27, 2025 Chairman

---

Mar 31, 2024

The Directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended March 31, 2024.

1. Financial Highlights (on stand-alone basis)

( '' in Million)

Revenue from Operations :	2023-24 714.46		2022-23 595.02
Other Income :	72.50		0.41
Total Revenue :	786.96		595.43
Total Expenditure :	46.22		30.84
Profit before Tax :	740.74		564.59
Tax Expenses :	168.83		138.80
Profit after Tax :	571.91		425.79

2. Dividend & Reserves

The Directors do not recommend any Dividend on Equity Shares for the financial year ended March 31, 2024. During the year under review, it is proposed to transfer ? 114.38 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act, 1934). An amount of ? 2,039.63 Million is proposed to be retained as Retained Earnings.

3. Management Discussion and Analysis (MD&A)

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

4. Corporate Governance

Your Company has consistently promoted and demonstrated the highest standards of Corporate Governance culture. The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholder value. The Report on Corporate Governance as stipulated under Listing Regulations, is presented in a separate section forming part of this Annual Report. The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries, Pune, certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.

5. Deposits

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

6. Directors

Mr.B.B. Hattarki, Independent Director of the Company, completed his Second Term of 5 (Five) years on March 31, 2024 and accordingly ceased to be the Director of the Company with effect from April 1, 2024. The Board places on record its profound appreciation for the guidance and significant contributions made by Mr.Hattarki during his tenure as a Director of the Company.

Mrs.Shruti A. Shah, Independent Director of the Company is seeking re-appointment for a Second Term of 5 (Five) consecutive years with effect from February 7, 2025 to February 6, 2030.

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.R.K. Goyal, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors of the Company have recommended these re-appointments and hence, they form a part of the Notice of the Annual General Meeting and are recommended for your approval. Profiles of these Directors are given in the Report on Corporate Governance for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. In the opinion of the Board, there exist no circumstances or situations that could impair or affect the ability of Independent Directors towards discharging their duties.

6.1 Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Board, along with Nomination and Remuneration Committee, evaluated its own performance, as well as the performance of its Committees, Independent Directors and the Chairperson.

The performance evaluation of the Committees was done on the basis of parameters such as composition, terms of reference, fulfillment of roles and responsibilities, handling critical issues, frequency of meetings etc. A structured questionnaire was prepared covering the above areas of competencies and feedback was sought on the same.

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

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

6.2 Nomination & Remuneration Policy

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the Listing Regulations. The Policy is hosted on the website of the Company at the Web-link viz www.kalyani-investment.com/ financial/policies.

6.3 Meetings of the Board

During the Financial Year 2023-24, five Board Meetings were convened and held. A separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was also held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

7. Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended March 31, 2024, on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

9. Corporate Social Responsibility

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is hosted on the website of the Company at the Web-link viz. www.kalyani-investment.com/financial/policies

10. Related Party Transactions

The Company has a well-defined process of identification of related parties and transactions with related parties. All of the transactions entered by the Company with related parties during FY 2023- 24, were in the ordinary course of business and on an arm''s length basis and carried out with prior approval of the Audit Committee, in terms of the provisions of the Companies Act, 2013, Listing Regulations and in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

The transactions entered into pursuant to the approval so granted were placed before the Audit Committee for its review on a quarterly basis. Related Party disclosures as per Ind AS have been provided in Note 27 to the Financial Statements.

The policy on Related Party Transactions in line with requirements of the Listing Regulations and as approved by the Board is uploaded on the website of the Company at the Web-link viz. www.kalyani-investment.com/ financial/policies

11. Risk Management

Your Company recognizes that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

During the year, the Company has also reviewed the Risk Management Framework which lists out the principles and approach to the Risk Management process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Company''s performance.

The policy on Risk Management, as approved by the Board, is uploaded on the website of the Company at the Web-link viz. www.kalyani-investment.com/financial/policies

12. Audit Committee

As on March 31, 2024, the Audit Committee comprised of Mr.B.B. Hattarki, Chairman and Mr.R.K. Goyal, Mr.S.K. Adivarekar and Mr.S.G. Joglekar as other members of the Committee.

In view of completion of second term of Mr.B.B. Hattarki, Independent Director on March 31, 2024, the Board of Directors in its meeting dated February 13, 2024, reconstituted the Audit Committee with effect from April 1, 2024 to consist of Mr.S.G. Joglekar, Chairman and Mr.R.K. Goyal, Mr.S.K. Adivarekar and Mrs.Shruti A. Shah as other members of the Committee.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2023-24.

13. Auditor and Auditor''s Report

M/s. P G Bhagwat LLP, Chartered Accountants, Pune (Firm Registration No. 101118W/W100682) are the Auditors of the Company until the conclusion of Eighteenth Annual General Meeting to be held in 2027.

The Notes on Financial Statements referred to in the Auditor''s Report of M/s. P G Bhagwat LLP are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to the Audit Committee.

14. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure "B" of the Director''s Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except the following observation :

The Company had submitted Consolidated Financial Results to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for the financial year ended on March 31, 2023 on June 2, 2023 with a delay of 3 days and paid the fine of '' 17,700/- (including GST) each to BSE & NSE on July 3, 2023.

The delay was on account of delayed availability of results of Associate Company.

The Company is in compliance with the Secretarial Standards issued by the Council of the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

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

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "C".

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at [e-mail]

16. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, filed with Registrar of Companies, is available on the website of the Company at the Web-link viz. www.kalyani-investment.com

17. Whistle Blower Policy

Your Company has devised an effective whistle blower mechanism through Whistle Blower Policy, wherein the Employees / Directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company, report the instances of divulgence of Unpublished Price Sensitive Information (UPSI) and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avails of the mechanism.

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

18. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

19. Internal Financial Controls

The Company has designed and implemented a comprehensive Internal Financial Controls System over financial reporting to ensure that all transactions are authorized, recorded and reported correctly in a timely manner. The Company''s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity and reliability of financial statements of the Company. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

The Company has worked out internal Standard Operating Procedures which lays down roles, responsibility and actions required to be undertaken during each and every transaction.

The Internal Audit Plan is also aligned to the business objectives of the Company which are reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

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

There are no adverse material changes or commitments occurring after March 31, 2024, which may affect the financial position of the Company or may require disclosure.

21. Significant and Material Orders

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

22. Familiarization Programme

All Board members of the Company are accorded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. All the information sought by them is also shared with them to enable them to have a good understanding of the Company, its various operations and the industry of which it is a part. The Company also makes detailed presentations to the entire Board including Independent Directors on the Company''s operations and business plans, strategy and domestic business environment. This provides an opportunity to the Independent Directors to have direct interaction with Senior Management of the Company.

The details of programmes for familiarization of Independent Directors with the Company are uploaded on the website of the Company at the Web-link viz. www.kalyani-investment.com/financial/ policies

23. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

As on March 31, 2024, the Company has one associate Company. A statement containing the salient features of the financial statement of the Associate Company, in the prescribed format AOC-1, is annexed hereto as Annexure "D".

24. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.

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

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company''s office premises are covered under the Policy. During the year under review, no complaint was filed pursuant to the said POSH Act.

26. Acknowledgement

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

For and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : May 30, 2024 Chairman

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Mar 31, 2023

The Directors have pleasure in presenting the Fourteenth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended March 31, 2023.

1.	Financial Highlights (on stand-alone basis)		(Rs. in Million)
		2022-23	2021-22
	Revenue from Operations :	595.02	392.04
	Other Income :	0.41	0.26
	Total Income :	595.43	392.30
	Total Expenditure :	30.84	29.97
	Profit before Tax :	564.59	362.33
	Tax Expenses :	138.80	101.90
	Profit after Tax :	425.79	260.43

2. Dividend & Reserves

The Directors do not recommend any Dividend on Equity Shares for the financial year ended March 31, 2023. During the year under review, it is proposed to transfer '' 85.16 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act, 1934). An amount of '' 1,582.10 Million is proposed to be retained as Retained Earnings.

3. Management Discussion and Analysis (MD&A)

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

4. Corporate Governance

The Company has always recognized that Corporate Governance is not just a principle to be followed but an effort to adopt the industry''s best practices that focus on transparency in its affairs, the functioning of the Management and Board and accountability towards stakeholders. A separate section on Corporate Governance and the requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries, Pune, regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to Report on Corporate Governance.

5. Deposits

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

6. Directors

The Company''s Board comprises of highly experienced and competent individuals. They possess strong financial acumen and leadership qualities and are committed to dedicate sufficient time for the Company.

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.Deeksha A. Kalyani Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mr.S.G. Joglekar, Independent Director of the Company is seeking re-appointment for a Second Term of 5 (Five) consecutive years with effect from March 26, 2024 to March 25, 2029.

The Nomination and Remuneration Committee along with the Board of Directors of the Company have recommended these re-appointments and hence, they form part of the Notice of the Annual General Meeting and are recommended for your approval. Profiles of these Directors are given in the Report on Corporate Governance for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, there exist no circumstances or situations that could impair or affect the ability of Independent Directors towards discharging their duties.

6.1 Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and Individual Directors in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board formally evaluated its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical issues etc.

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

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

6.2 Nomination & Remuneration Policy

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/financial/policies.

6.3 Meetings of the Board

During the Financial Year 2022-23, seven Board Meetings were convened and held. A separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was also held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

7. Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended March 31, 2023, on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

9. Corporate Social Responsibility

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/flnancial/ policies.

10. Related Party Transactions

The Company has a well-deflned process of identiflcation of related parties and transactions with related parties. All of the transactions entered by the Company with related parties during FY 2022- 23, were in the ordinary course of business and on an arm''s length basis, carried out with prior approval of the Audit Committee, in terms of the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained for the transactions which were repetitive in nature. Related Party disclosures as per Ind AS have been provided in Note 27 to the Financial Statements.

The policy on Related Party Transactions in line with requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as approved by the Board is uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/flnancial/policies.

11. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Company''s approach to risk management is two-fold : (a) identiflcation of the steps and activities that Company would employ to identify, prioritize and manage risks and (b) devising a structure that would facilitate implementation of Risk Management Policy.

The policy on Risk Management, as approved by the Board, is uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/flnancial/policies

12. Audit Committee

As on March 31, 2023, the Audit Committee comprises of Mr.B.B. Hattarki, Chairman of the Committee and Independent Director, Mr.S.K. Adivarekar and Mr.S.G. Joglekar, Independent Directors and Mr.R.K. Goyal, Non-Executive Director.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2022-23.

13. Auditor and Auditor''s Report

The Members of the Company at their Thirteenth Annual General Meeting held on September 27, 2022, have approved the re-appointment of M/s. P G Bhagwat LLP, Chartered Accountants, Auditors of the Company for a period of flve years until the conclusion of Eighteenth Annual General Meeting to be held in 2027.

The Notes on Financial Statements referred to in the Auditor''s Report of M/s. P G Bhagwat LLP are self-explanatory and hence do not call for any further comments. The Auditors'' Report does not contain any qualiflcation, reservation, adverse remark or disclaimer.

During the year under review, M/s. P G Bhagwat LLP, Auditors of the Company have not reported any fraud as specifled under Section 143(12) of the Companies Act, 2013 to the Audit Committee.

14. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure "B" of the Director''s Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except the following observation :

The Company had filed Statement of Related Party Transactions as required under Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for half year ended on March 31, 2022 on June 08, 2022, i.e. within 15 days from May 30, 2022, when the consolidated accounts for the quarter and year ended March 31, 2022 were approved. However, the Company received notice dated July 14, 2022 from BSE Limited (BSE) and notice dated July 14, 2022 from National Stock Exchange of India Limited (NSE) for delayed submission. The Company had submitted application for waiver of penalty to both the Stock Exchanges and received waiver from NSE on April 5, 2023 and any communication is yet to be received from BSE in this regard.

The Company is of the opinion that submission was to be made within 15 days from the date of publication of standalone and consolidated financial results and hence the Company had submitted application for waiver of penalty to both the Stock Exchanges and received waiver from NSE and communication from BSE is awaited. The Company is in compliance with the Secretarial Standards issued by the Council of the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

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

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure "C".

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at [e-mail].

16. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2022, filed with Registrar of Companies, is available on the website of the Company at the Web-link : www.kalyani-investment.com

17. Whistle Blower Policy

The Company has vigil mechanism named ''Whistle Blower Policy, wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company, report the instances of divulgence of Unpublished Price Sensitive Information (UPSI) and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The Whistle Blower Policy, as approved by the Board, is uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/financial/policies.

18. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

19. Internal Financial Controls

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business which includes adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company has adequate internal financial controls that commensurate with the nature of its business, the size, and complexity of its operations and has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation. The Internal Audit Plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

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

There are no adverse material changes or commitments occurring after March 31, 2023, which may affect the financial position of the Company or may require disclosure.

21. Significant and Material Orders

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

22. Familiarization Programme

The Company on an ongoing basis, aspires to keep the Independent Directors updated with the Business Model of the Company, Risk Mitigations and changes, if any in relevant corporate laws relating to their roles and responsibilities as Independent Directors. The Company also makes detailed presentations to the entire Board including Independent Directors on the Company''s operations and business plans, strategy and domestic business environment. This provides an opportunity to the Independent Directors to have direct interaction with Senior Management of the Company. The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices.

The details of programmes for familiarization of Independent Directors with the Company are uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/financial/ policies

23. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

As on March 31, 2023, the Company has one Associate Company. A statement containing the salient features of the financial statement of the Associate Company, in the prescribed format AOC-1, is annexed hereto as Annexure "D".

Lord Ganesha Minerals Private Limited (LGMPL), an Associate of the Company, had made voluntary application on February 9, 2022, to the Registrar of Companies (ROC), Pune (Maharashtra), for striking off its name from the Register of Companies, pursuant to the provisions of Section 248 of the Companies Act, 2013. The final order of the ROC approving striking off the name was passed on April 26, 2022.

24. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.

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

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company''s office premises are covered under the Policy. During the year under review, no complaint was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Acknowledgement

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

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Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting the Ninth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended 31st March, 2018.

1. Financial Highlights (on stand-alone basis)

(Rs, in Million)

	2017-18	2016-17
Revenue from Operations	: ?	?
Other Income	: 327.749	142.324
Total Revenue	: 327.749	142.324
Total Expenditure	: 22.883	21.039
Profit before Exceptional Items and Tax	: 304.866	121.285
Exceptional Items	: (150.132)	(1.485)
Profit before Tax	: 154.734	119.800
Tax (Expenses) / Savings	: (0.560)	0.075
Profit after Tax	: 154.174	119.875

2. Dividend & Reserves

The Directors have decided to consolidate Company''s finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2018.

During the year under review, it is proposed to transfer Rs, 30.835 Million to Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act, 1934). An amount of Rs, 3,622.675 Million is proposed to be retained as Surplus in the Statement of Profit and Loss.

3. Management Discussion and Analysis (MD&A)

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

4. Corporate Governance

The Company has committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

The requisite certificate from Auditors of the Company viz. M/s. P.G. Bhagwat, Chartered Accountants, Pune, confirming compliance with conditions of Corporate Governance is attached to Report on Corporate Governance.

5. Deposits

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

6. Directors

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

Mr.C.G. Patankar, Independent Director of the Company resigned with effect from 11th August, 2017, due to his other pre-occupations and ceased to be the Director of the Company. The Board places on record its appreciation of the valuable contributions made by Mr.Patankar during his tenure as Director of the Company.

Mr.S.S. Vaidya, Independent Director of the Company resigned with effect from 18th May, 2018, due to health reasons and ceased to be the Director of the Company. The Board places on record its appreciation of the valuable contributions made by Mr. Vaidya during his tenure as Director of the Company.

The Board of Directors at its meeting held on 18th May, 2018, had co-opted Mr.Shrikrishna K. Adivarekar, as an Additional Independent Director for the period of 5 (five) years from 18th May, 2018 to 17th May, 2023, subject to approval of the members at the ensuing Annual General Meeting.

Mr.B.B. Hattarki, Independent Director on the Board of the Company is seeking re-appointment for a second term of 5 (five) years with effect from 1st April, 2019 to 31st March, 2024.

These appointments / re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors are given in the Report on Corporate Governance for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6.1 Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Board Diversity and Remuneration Policy.

6.2 Board Diversity and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company. (Web-link : http: / / www.kalyani-investment. com/corporate-social-responsibility-csr/board-diversity-remuneration/)

6.3 Meetings of the Board

During the Financial Year 2017-18, five Board Meetings were convened and held. Also a separate meeting of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 was held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

7. Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended 31st March, 2018, on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Conservation of energy, technology absorption and foreign exchange earnings & outgo

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

9. Corporate Social Responsibility

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is available on Company''s website. (Web-link : http: / / www.kalyani-investment.com / corporate-social-responsibility-csr/)

10. Related Party Transactions

During the year under review, the Company has not entered into any related party transactions with related parties, in terms of sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. (Web-link : http://www.kalyani-investment.com/ corporate-social-responsibility-csr/related-party-transaction/)

11. Risk Management

The Company recognises that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

12. Audit Committee

As on 31st March, 2018, The Audit Committee comprises of Mr.B.B. Hattarki, Chairman of the Committee and Independent Director, Mr.S.S. Vaidya and Mr.R.K. Goyal, Independent Directors.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2017-18.

13. Auditor and Auditor''s Report

The members, at their Eighth Annual General Meeting held on 1st August, 2017, had appointed M/s. P.G. Bhagwat, Chartered Accountants, Pune, as Auditors of the Company, to hold office for the period of five years i.e. from the conclusion of Eighth Annual General Meeting till the conclusion of the Thirteenth Annual General Meeting to be held in 2022 and the said appointment was subject to ratification by members at every Annual General Meeting.

The Companies (Amendment) Act, 2017, has amended Section 139(1) of the Companies Act, 2013, effective from 7th May, 2018, whereby first proviso to Section 139(1) is omitted which provided for ratification of appointment of Auditors by members at every Annual General Meeting.

In view of the same, the Board of Directors have proposed to ratify appointment of M/s. P.G. Bhagwat, Chartered Accountants, Pune (Firm Registration No.101118W), as Auditors of the Company, for the period of four years i.e. from the Conclusion of this Annual General Meeting till the conclusion of the Thirteenth Annual General Meeting to be held in 2022.

The Company has received letter from M/s P.G. Bhagwat, Chartered Accountants, to the effect that ratification of appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

The Directors recommend ratification of appointment of Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of the Thirteenth Annual General Meeting to be held in 2022.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

14. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 is annexed herewith as Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is compliant with the Secretarial Standards issued by the Council of the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

15. Particulars of Employees and related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "C".

16. Extract of the Annual Return

An extract of the Annual Return of the Company, pursuant to Section 92(3) of the Companies Act, 2013, in Form MGT-9 is annexed hereto as Annexure "D".

17. Whistle Blower Policy

The Company has vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors can report the instances of unethical behaviour, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The ''Whistle Blower Policy'' as approved by the Board is uploaded on the Company''s website. (Web-link : http://www.kalyani-investment.com/corporate-social-responsibility-csr/whistle-blower/)

18. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

19. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

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

There are no adverse material changes or commitments occurring after 31st March, 2018, which may affect the financial position of the Company or may require disclosure.

21. Significant and Material Orders

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

22. Familiarisation Programme

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. Periodic presentations are made at Board Meetings, Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company. (Web-link : http://www.kalyani-investment.com/board-of-directors/)

23. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

As on 31st March, 2018, the Company has two associates. A statement containing the salient features of the financial statement of the Associate Companies, in the prescribed format AOC-1, is annexed hereto as Annexure "E".

24. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.

25. Acknowledgement

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

For and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 18th May, 2018 Chairman

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Mar 31, 2017

The Directors have pleasure in presenting the Eighth Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended 31st March, 2017.

1. Financial Highlights (on stand-alone basis)

(Rs. in Million)

	2016-17	2015-16
Revenue from Operations	: -	5.352
Other Income	: 142.324	402.096
Total Revenue	: 142.324	407.448
Total Expenditure	: 21.039	20.839
Profit before Exceptional Items and Tax	: 121.285	386.609
Exceptional Items	: (1.485)	(122.516)
Profit before Tax	: 119.800	264.093
Tax (Expenses) / Savings	: 0.075	(0.113)
Profit after Tax	: 119.875	263.980

2. Dividend & Reserves

The Directors have decided to consolidate Company''s finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2017.

During the year under review, it is proposed to transfer Rs. 23.975 Million to Reserve Fund (Under Section 45IC(1) of the Reserve Bank of India Act, 1934). An amount of Rs.3,473.673 Million is proposed to be retained as Surplus in the Statement of Profit and Loss.

3. Management Discussion and Analysis Report

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

4. Corporate Governance

The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

A certificate from Statutory Auditor of the Company Mr.P.V. Deo, Chartered Accountant, Pune, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Regulations, is attached to Report on Corporate Governance.

5. Fixed Deposits

The Company has not accepted any deposits from the public during the year.

6. Directors

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.Deeksha A. Kalyani, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The said re-appointment forms part of the Notice of Annual General Meeting and the Resolution is recommended for your approval. Profile of Mrs.Deeksha A. Kalyani, is given in the Report on Corporate Governance.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6.1 Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

6.2 Board Diversity and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company. (Web-link : http://www.kalyani-investment.com/corporate-social-responsibility-csr/board-diversity-remuneration/)

6.3 Meetings of the Board

During the Financial Year 2016-17, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

7. Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended 31st March, 2017, on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Conservation of energy, technology absorption and foreign exchange earnings & outgo

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

9. Corporate Social Responsibility

As a part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken various activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is available on Company''s website. (Web-link : http: //www.kalyani-investment.com/corporate-social-responsibility-csr/)

10. Related Party Transactions

During the year under review, the Company has not entered into any related party transactions with related parties, in terms of sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. (Web-link : http: //www.kalyani-investment.com/ corporate-social-responsibility-csr/related-party-transaction/)

11. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks were discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

12. Statutory Auditor and Auditor''s Report

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the term of Mr.P.V. Deo, Chartered Accountant, Pune (Membership No.41609) as the Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered by Mr.P.V. Deo, as Statutory Auditor of the Company.

In view of the mandatory requirement of rotation of Auditors, the Board of Directors of the Company on the recommendation of the Audit Committee, have proposed the appointment of M/s. P. G. Bhagwat, Chartered Accountants, Pune (Firm Registration No.101118W), as Statutory Auditors of the Company to hold office for the period of five years i.e. from the conclusion of ensuing Annual General Meeting till the conclusion of Thirteenth Annual General Meeting of the Company to be held in 2022 (subject to ratification of appointment at every Annual General Meeting).

The Company has received letter from M/s. P. G. Bhagwat, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

The Directors recommend appointment of M/s. P. G. Bhagwat, Chartered Accountants, as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of the Thirteenth Annual General Meeting to be held in 2022.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

13. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the Financial Year ended 31st March, 2017 is annexed herewith as Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

14. Particulars of Employees and related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "C".

15. Extract of the Annual Return

An extract of the Annual Return of the Company, pursuant to the Section 92(3) of the Companies Act, 2013, in Form MGT-9 is annexed hereto as Annexure "D".

16. Whistle Blower Policy

The Company has vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The ''Whistle Blower Policy'' as approved by the Board is uploaded on the Company''s website. (Web-link : http://www.kalyani-investment.com/corporate-social-responsibility-csr/whistle-blower/)

17. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

18. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

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

There are no adverse material changes or commitments occurring after 31st March, 2017, which may affect the financial position of the Company or may require disclosure.

20. Significant and Material Orders

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

21. Familiarization Programme

The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company. (Web-link : http://www.kalyani-investment.com/board-of-directors/)

22. Names of companies which have become / ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year

The Company does not have any Subsidiary / Joint Venture.

A statement containing the salient features of the financial statement of the Associate Companies, in the prescribed format AOC-1, is annexed hereto as Annexure "E".

23. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.

24. Acknowledgement

The Directors take this opportunity to express their deep gratitude for the continued co-operation and support received from valued shareholders.

For and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 25th May, 2017 Chairman

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Mar 31, 2015

The Members,

The Directors have pleasure in presenting the Sixth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2015.

1. Financial Highlights (Rs in Million)

2014-15 2013-14

Revenue from Operations : 6.575 2.015

Other Income : 188.245 164.225

Total Revenue : 194.820 166.240

Total Expenditure : 24.005 31.323

Profit before Exceptional Items and Tax : 170.815 134.917

Exceptional Items : — 55.605

Profit before Tax 170.815 190.522

Tax Expenses 1.280 11.460

Profit after Tax : 169.535 179.062

2. Dividend & Reserves

The Directors have decided to consolidate Company's finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2015.

During the year under review, it is proposed to transfer Rs. 33.908 Million to Reserve Fund (Under Section 45IC(1) of the Reserve Bank of India Act, 1934). An amount of Rs. 246.576 Million is proposed to be retained as 'Surplus in the Statement of Profit and Loss'.

3. Management Discussion and Analysis Report

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented as a part of the Corporate Governance Report.

4. Corporate Governance

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

A certificate from Statutory Auditor of the Company, Mr.P.V. Deo, Chartered Accountant, Pune confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to Report on Corporate Governance.

5. Fixed Deposits

The Company has not accepted any deposits from the public during the year.

6. Directors

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

Mrs.Deeksha A. Kalyani, who was appointed as an Additional Director on the Board, with effect from 30th March, 2015, holds office till the ensuing Annual General Meeting. Notice proposing appointment of Mrs.Deeksha A. Kalyani, as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6.1 Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

6.2 Board Diversity and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company viz. www.kalyani-investment.com.

6.3 Meetings

During the year, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

7. Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual financial statements for the year ended 31st March, 2015, on a 'going concern' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vii)) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Conservation of energy, technology absorption and foreign exchange earnings & outgo

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

9. Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the Company has planned activities as per the Corporate Social Responsibility (CSR) Policy and the details of CSR Activities being undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is available on Company's website www.kalyani-investment.com.

10. Related Party Transactions

During the year under review, the Company has not entered into any related party transactions with related parties, in terms of sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website viz. www.kalyani-investment.com.

11. Risk Management

Pursuant to requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and the Risk Management Policy are set out in the Corporate Governance Report forming part of the Directors' Report.

12. Statutory Auditor and Auditor's Report

At the 5th Annual General Meeting held on 5th September, 2014, Mr.P.V. Deo, Chartered Accountants, Pune was appointed as Auditor of the Company, to hold office for the period of three years i.e. from the conclusion of 5th Annual General Meeting till the conclusion of the 8th Annual General Meeting to be held in 2017 and the said appointment is subject to ratification by the members at every Annual General Meeting, in term of First Proviso to Section 139 of the Companies Act, 2013.

The Company has received letter from Mr.P.V. Deo, Chartered Accountants, Pune to the effect that his appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for appointment.

The Directors recommend ratification of his appointment from the conclusion to ensuing Annual General Meeting till the conclusion of the 7th Annual General Meeting.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

13. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

14. Particulars of Employees and related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "C".

15. Extract of the Annual Return

An extract of the Annual Return as on 31st March, 2015, pursuant to the Section 92(3) of the Companies Act, 2013 is annexed hereto as Annexure "D".

16. Whistle Blower Policy

The Company has vigil mechanism named 'Whistle Blower Policy', wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. The 'Whistle Blower Policy' as approved by the Board is uploaded on the Company's website viz. www.kalyani-investment.com.

17. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

18. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

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

There are no adverse material changes or commitments occurring after 31st March, 2015, which may affect the financial position of the Company.

20. Significant and Material Orders

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

21. Familiarisation Programme

The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company viz. www.kalyani-investment.com.

22. Acknowledgement

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

For and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani Date : 21st May, 2015 Chairman

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Fourth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2013.

1. Financial Results:

During the year under review, the Company divested its interest in Kalyani Gerdau Steels Limited. Accordingly the loss on the sale of the said investments aggregating to Rs. 166,300,000/-, has been disclosed as an exceptional item in the Statement of Profit and Loss.

As a result, the Company has made a net loss of Rs. 53,694,528/- during the year, as compared to profit of Rs. 164,797,391 /- in the previous year.

2. Dividend:

The Directors do not recommend any dividend on 14% Non-Cumulative Redeemable Preference Shares and Equity Shares of the Company for the year ended 31st March, 2013, in view of the loss incurred by the Company.

3. Directors :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Amit B. Kalyani and Mr.B.B. Hattarki, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

4. Directors'' Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the financial statements for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 as at 31st March, 2013 and of the loss of the Company for the year under review;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors had prepared the financial statements for the year ended 31st March, 2013, on a going concern'' basis.

5. Fixed Deposits:

The Company has not accepted any deposits from the public.

6. Auditor and Auditor''s Report:

Mr.P.V. Deo, Chartered Accountant, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received letter from Mr.P.V. Deo, Chartered Accountant, to the effect that his appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that he is not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by the Auditor in his Report read together with notes to accounts are self-explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

7. Particulars of Employees :

During the year, no person was employed for the whole or part of the year and was in receipt of remuneration at the rate of Rs. 6,000,000/- per annum or Rs. 500,000/- per month or in excess thereof as the case may be, respectively.

8. Conservation of energy, technology absorption and foreign exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

for and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 24th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Third Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2012.

1. Financial Results :

During the year under review, your Company has made a net profit of Rs 164,797,391/- as compared to Rs 63,656,329/- in the previous year.

2. Dividend :

Your Directors have declared interim dividend of 14% on Non-Cumulative Redeemable Preference Shares during the year ended 31st March, 2012.

Your Directors do not recommend any dividend on Equity Shares of the Company for the year ended 31st March, 2012.

3. Directors :

Mr.R.K. Goyal who was co-opted on the Board of the Company as an Additional Director, with effect from 12th August, 2011, holds office till the ensuing Annual General Meeting. Notice proposing appointment of Mr.R.K. Goyal as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.S.S. Vaidya and Mr.C.G. Patankar, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

4. Directors' Responsibility Statement :

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the financial statements for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 as at 31st March, 2012 and of the profit of the Company for the year under review;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors had prepared the financial statements for the year ended 31st March, 2012, on a 'going concern' basis.

5. Fixed Deposits :

The Company has not accepted any deposits from the public.

6. Auditors :

You are requested to re-appoint the Auditor of the Company for the Current Year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

7. Particulars of Employees :

During the year, no person was employed for the whole or part of the year and was in receipt of remuneration at the rate of Rs 6,000,000/- per annum or Rs 500,000/- per month or in excess thereof as the case may be, respectively.

8. Conservation of energy, technology absorption and foreign currency exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.



for and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 26th May, 2012 Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Second Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2011.

1. Listing of Equity Shares :

The Directors are pleased to inform you the listing of Equity Shares of the Company on Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Pune Stock Exchange Limited (PSE) with effect from 14th January, 2011.

2. Financial Results:

During the year under review your Company has made a net profit of Rs. 63,656,329/- as compared to Rs. 59,459/- in the previous year.

3. Dividend:

Considering the extent of distributable profits available with the Company, your Directors have declared interim dividend of 7% on Non-Cumulative Redeemable Preference Shares.

Your Directors do not recommend any dividend on Equity Shares of the Company for the year ended 31st March, 2011.

4. Directors :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Amit B. Kalyani and Mr.B.B. Hattarki, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, they offer themselves for re-appointment.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

5. Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirm that:

i) in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) accounting policies selected had been applied consistently and made judgments and estimates that were 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 of the Company for the year under review;

iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) the annual accounts had been prepared, on a going concern basis.

6. Fixed Deposits:

The Company has not accepted any deposits from the public.

7. Auditors:

You are requested to re-appoint the Auditor of the Company for the Current Year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

8. Particulars of Employees :

During the year, no person was employed for the whole or part of the year and was in receipt of remuneration at the rate of Rs. 6,000,000/- per annum or Rs. 500,000/- per month or in excess thereof as the case may be, respectively.

9. Conservation of energy, technology absorption and foreign currency exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

for and on behalf of the Board of Directors

Amit B. Kalyani Chairman

Place : Pune Date : 25th May, 2011

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Mar 31, 2010

The Company has received "In-principle" approvals for listing from all the aforesaid Stock Exchanges and the Equity Shares of your Company would be listed and admitted to dealings on receipt of approval of Securities and Exchange Board of India (SEBI) by relaxation of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957.

3. Financial Results:

During the period under review your Company has made a net profit of Rs.59,459/-.

4. Dividend:

Your Directors do not recommend any dividend for the period under review.

5. Directors:

Mr.B.B. Hattarki, First Director of the Company, appointed by virtue of the provisions of the Articles of Association, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for appointment.

Mr.Amit B. Kalyani and Mr.C.G. Patankar, were appointed as an Additional Directors with effect from 16th September, 2009. Mr.S.S. Vaidya, was appointed as an Additional Director with effect from 31st March, 2010. All these Directors hold office till the conclusion of the ensuing Annual General Meeting and are eligible for appointment.

The appointments of Mr.B.B. Hattarki, Mr.Amit B. Kalyani, Mr.C.G. Patankar and Mr.S.S. Vaidya, form part of the Notice of the Annual General Meeting and the resolutions for their appointments are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

6. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirm that:

i) in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) accounting policies selected had been applied consistently and made judgments and estimates that were 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 of the Company for the year under review;

iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) the annual accounts had been prepared, on a going concern basis.

7. Fixed Deposits:

The Company has not accepted any deposits from the public.

8. Auditor:

You are requested to re-appoint the Auditor of the Company for the Current Year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

9. Particulars of Employees :

During the year no person was employed for the whole or part of the year.

10. Conservation of energy, technology absorption and foreign currency exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services. for and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 27th July, 2010 Chairman