Directors Report of Shri Kalyan Holdings Ltd.

Mar 31, 2024

The Board of Directors of Shri Kalyan Holdings Limited with immense pleasure presents their 32nd report on the business and
operations of the Company for the financial year 2023-24. This report is being presented along with the Audited Financial
Statements for the year.

1. FINANCIALPERFORMANCEOF THECOMPANY

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

(Rs. in lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue
Revenue from Operations	133.76	155.28
Other Income	1.61	2.22
Total Revenue	133.93	157.50
Total Expenditure	96.94	101.33
Profit / (Loss) before Tax	36.98	56.17
Add/(Less) : Provision for Tax
Current Tax	(4.43)	(9.14)
MAT Credit Entitlement	(1.88)	(0.48)
Deferred Tax	(4.44)	(4.46)
Prior period Adjustments	-	(12.80)
Profit/(Loss) after Tax	26.20	29.28

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

2. OPERATIONSANDCOMPANY''SAFFAIRS

The net receipt from operations during the year under review was Rs.133.76 lakhs as against Rs.155.28 lakhs in the previous
year. The net profit before tax is Rs. 36.98 lakhs as against profit of Rs. 56.17 lakhs in the previous year and the net profit after
tax is Rs. 26.20 lakhs as against profit of Rs. 29.28 lakhs in the previous year.

The Company is mainly engaged in the business of Non-Banking Financing Activities and maintained a close focus on
increasing revenue. The Company has been regular in servicing all its debt obligations. In spite of various ups and downs
in the finance sector of the country has resulting into profit during the current and previous financial years.

3. TRANSFER TO RESERVES

Since the company is a Non-Banking Finance company, it has created a reserve fund and transfer therein a sum not less than
twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared. The
Company has not proposed any amount to be transferred to General Reserves as an appropriation of profits.

4. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any
dividend for the year ended March 31, 2024.

5. SHARECAPITAL

During the Financial Year 2023-24, there was no change in capital structure of the Company and paid-up share capital of the
Company stood at Rs. 9,98,77,500/- (Rupees Nine Crore Ninety Eight Lakhs Seventy Seven Thousand and Five Hundred
Only).

6. NUMBER OF MEETINGSOF THEBOARDOF DIRECTORS

During the financial year 2023-24 the Board met 04 (Four) times on May 26, 2023, August 14, 2023, November 12, 2023 and
February 14, 2024.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013, Secretarial
Standard-1 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(''the Listing Regulations''). The intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013 Secretarial Standard-1 issued by ICSI and the Listing Regulations.

7. DECLARATIONOFINDEPENDENCE BYINDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and Regulation

16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also a declaration as per Rule-
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, amended as on date has been received from
all the independent directors. Further, they also affirmed compliance regarding online registration with the ''Indian Institute of
Corporate Affairs” (IICA) for inclusion of name in the databank of Independent Directors. With regard to proficiency of the
Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified
under sub section (1) of Section 150 of the Companies Act, 2013, the Board of Directors have taken on record the declarations
submitted by Independent Directors that they are exempt from appearing in the test or they have passed the exam as
required by the institute.

Further, in the opinion of the Board, Independent Directors of the company are persons of high integrity, expertise and
experience and thus qualify to be appointed/ continue as Independent Directors of the Company.

8. DIRECTORSANDKEYMANAGERIAL PERSONNEL

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association,
Mr. Rajendra Kumar Jain (DIN: 00168151), Whole Time Director of the Company, who has been longest in the office, is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
The Board recommends his reappointment.

• Insert the details of retiring / resigning directors also alongwith the reasons.

• Appointment of Independent Directors:

Mr. Pramod Kumar Gupta (DIN: 10504388) was appointed by the Board of Directors of the Company as an Additional
Director (Non-Executive, Independent) at their meeting held on Wednesday, February, 14, ,2024 under Section 161 of the
Act. The members of the company through postal ballot, on recommendation of the Board, approved his appointment as a
Non-Executive Independent Director of the Company for a period of 5 years.

Mr. Vinod Patni (DIN: 05249134) was appointed by the Board of Directors of the Company as an Additional Director (Non¬
Executive, Independent) at their meeting held on Wednesday, May, 28, ,2024 under Section 161 of the Act subject to
approval of members in this AGM of the company.

9. NOMINATION& REMUNERATIONPOLICY:

In accordance with the provisions of section 178 of the Companies Act, 2013, the Company has Nomination and Remuneration
Policy in place for Directors, Key managerial Personnel (KMP) and Senior Management Employees. The said policy is
available on our web link i.e. https://www.shrikalyan.co.in/comp/Nomination-and-Remuneration-Policy.pdf. The Nomination
and Remuneration Policy, inter alia, includes the role of Nomination and Remuneration Committee, the criteria for appointment
and qualifications of independent directors, Senior Management Personnel and KMPs; the criteria for evaluating the
performance of Non-Executive Board members, Senior Management Personnel and KMPs.

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

10. PREVENTION OF INSIDERTRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
the Company has adopted ''Code of Conduct'', to regulate, monitor and report trading by Designated Persons and immediate
relatives of Designated Persons and ''Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive
Information''. The trading window is closed during the time of declaration of results and occurrence of any material events as
per the code. The Company has maintained a Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the
Company''s web link i.e.https://www.shrikalyan.co.in/comp/cfd.pdf.

11. AUDITORS AND AUDIT REPORTS

• Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s
Rajvanshi & Associates, Chartered Accountants, Mumbai (FRN 005069C), were appointed as Statutory Auditors of
the Company to fill the casual vacancy due to resignation of M/s. S. Rakhecha & Co., Chartered Accountants,
Mumbai (FRN 108490W) to hold office till conclusion of the 32^nd Annual General Meeting (AGM) of the Company.

M/s. Rajvanshi & Associates, Chartered Accountants, Mumbai (FRN 005069C), was appointed as a statutory
auditors of the Company in the board meeting held on 26^th July, 2024. Your directors request your approval to
appoint them as statutory auditors of the Company to hold office from Conclusion of this AGM till the conclusion of
37^th AGM.

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

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

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s V. M. & Associates, Company
Secretaries, Jaipur (FRN: P1984RJ039200) as Secretarial Auditors of the Company to conduct the Secretarial Audit of
the Company for the financial year 2024-25

The Secretarial Audit Report in form MR-3 issued by M/s V. M. & Associates, Company Secretaries in Practice for the
financial year 2023-24 is annexed as Annexure I to this report and it is self explanatory and does not contain any
qualification, reservation or adverse remark except that the Company has been non-compliant with maintaining SDD
under SEBI (PIT) Regulations, 2015.

The Company has received consent and certificate of eligibility from M/s V. M. & Associates, Company Secretaries, Jaipur
for the F.Y. 2024-25 to act as Secretarial Auditors. The Board in its meeting held on May 28, 2024 has re-appointed M/s
V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit for
the Financial Year 2024-25

• Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
the Board had appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur (FRN: 004666C) as Internal
Auditors of the Company to carry out the Internal Audit of the company for the F.Y. 2023-24. The Internal Audit Report is
received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of
Directors.

The Board in its meeting held on May 28, 2024 has re-appointed M/s Shah Surendra & Associates, Chartered Accountants,
Jaipur as Internal Auditors of the Company for the Financial Year 2024-25

• Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the
Companies Act, 2013 are not applicable for the business activities carried out by the Company.

12. REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditor, Secretarial Auditor and Internal Auditor in their Report respectively have not
reported to the audit committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by
its officers or employees.

13. SIGNIFICANTAND MATERIALORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the
going concern status and the operations of the Company in future pursuant to Rule 8 (5) (vii) of the Companies(Accounts)
Rules, 2014.

14. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 (11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules,
2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial
Company (NBFC) registered with RBI, in the ordinary course of its business are exempted from the applicability of Provisions
of Section 186 of the Act. However the same are mentioned in the Note no. 5 and 6 in audited financial statements for the
financial year ended on March 31, 2024..

15. PARTICULARS OF CONTRACT OR ARRANGEMENTSMADEWITH RELATEDPARTIES

During the year under review, there were no related party transactions entered into by the Company in accordance with the
provisions of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as
required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2, is not applicable.

16. CODEOF CONDUCT

In Compliance with the SEBI Listing Regulations and the Companies Act, 2013, the Company has framed and adopted Code
of Conduct for all Board members and senior management personnel of the Company, which is available on web link of the
company i.e. https://www.shrikalyan.co.in/code-of-conduct.html .

All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct as on
March 31, 2024 and the Company has received a declaration to this effect, signed by the Managing Director of the Company.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATES AND THE DATEOF THEREPORT

There have been no material changes and commitments which affect the financial position of the Company that have
occurred between the end of the financial year to which the financial statements relate and the date of this report.

18. ANNUALRETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management and Administration) Rules, 2014,
the annual return in the prescribed form is available on the website of the Company at https://www.shrikalyan.co.in/annual-
general-meeting.html.

19. INTERNALFINANCIALCONTROLS

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised
within a framework of checks and balances. The Company has a well-established internal control framework, which is
designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The
financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system
access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and
complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations
and protection of resources and assets. The control system ensures that the Company''s assets are safeguarded and
protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income
streams are protected. The control system enables reliable financial reporting.

The Audit Committee reviews adherence to internal control systems and internal audit reports. The Company has received
report on Internal Financial Controls from statutory auditors of the company.

20. RISK MANAGEMENT

Risk Management is an integral part of the Company''s business strategy with focus on building risk management culture
across the organization. The Company has developed and implemented a risk management policy which encompasses
practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The
Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives
and enables the Company to leverage market opportunities effectively.

Reviewed the risk management practices with distinct focus on the organizational performance, physical security, trading
operations and key measures taken for employee well - being alongwith efforts to keep up overall organizational well¬
being.

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

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution
in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflow.

Time Risk: To compensate for non-receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when
desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial
condition. The short term/immediate impact of changes in interest rates are on the Company''s Net Interest Income (NII). On
a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving
rise to a risk to the net worth of the Company arising out of all reprising mismatches and other interest rate sensitive
positions.

Strategic Risk: Strategic or business risk is the risk associated with the formulation and execution of an organisation''s
strategy.

Risk Treatment: To prioritize risk control actions in terms of their potential to benefit the organization. Risk treatment includes
risk control/ mitigation and extends to risk avoidance, risk transfer (insurance), risk financing, risk absorption etc. for

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to ensure smooth achievement
of the objective.

21. EVALUATION OF PERFORMANCE OF THEBOARD, ITS COMMITTEESAND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors,
Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on
Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance
evaluation of its own performance, Board Committees and individual Directors.

During the year, Board Evaluation cycle was completed by the Company internally which includes the evaluation of the Board
as a whole, committees, independent directors and other individual directors. The evaluation process focused on various
aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations, governance issues, etc.

The guidance note issue by Securities and Exchange Board of India on Board Evaluation was duly considered while
conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of individual Directors on
parameters such as attendance, contribution and independent judgment.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual
Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted
by way of questionnaires.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board
as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account
the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various
criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance,
secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the
management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition,
effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board
and contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of
functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors
were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards,
governance skills, professional obligations, personal attributes etc.

Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included
evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company
and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors
generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective
Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Directors expressed their satisfaction with the evaluation process.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has always believed in providing safe and harassment free workplace for every individual working in its
premises through various interventions and practices. The Company ensures that the work environment at all its locations
is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its
employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee
(ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints
received regarding sexual harassment.

The following is summary of sexual harassment complaints received and disposed off during the year 2023-24

Particulars	Nos
Number of complaints pending at the beginning of the Financial Year	0
Number of complaints received during the Financial Year	0
Number of complaints disposed off during the Financial Year:	0
Number of complaints unsolved at the end of the Financial Year:	0

23. DEPOSITS

The Company has not invited, accepted or renewed deposits from public within the meaning of Master Direction - Non¬
Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016as prescribed by Reserve
Bank of India.Further, provisions of section 73 to 76 of the Companies Act, 2013, read with The Companies (Acceptance of
Deposits) Rules, 2014 are not applicable on the non- banking financial Company and no details are required to be furnished.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGSAND OUTGO

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for
more efficient operations.

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, are as follows:

I	the steps taken or impact on conservation of energy	• The operations of the Company, being Financial Services related require normal consumption of electricity. However, the Company is making necessary efforts to reduce the consumption of energy. • The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ''sleep'' mode or off- mode when not in use. The Company is, constantly pursuing its goal of technological up- gradation in a cost-effective manner for delivering quality customer service.
II	the steps taken by the company for utilizing alternate sources of energy	NIL
III	the capital investment on energy conservation equipment	NIL

(b) Technology absorption

I	the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.
II	The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
III	Technology Imported during the last
	three years	N.A.
	The details of technology imported	N.A.
	The year of import	N.A.
	Whether the technology been fully absorbedIf not fully absorbed, areas where absorption has not taken place, and he reasons thereof	N.A.
IV	The expenditure incurred on	Considering the nature of services and businesses, no specific
	Research and Development	amount of expenditure is earmarked for Research and Development. However, the Company on an ongoing basis strives for various improvements in the products, platforms, and processes.

(c) Foreign exchange earnings and Outgo

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

25. BOARDCOMMITTEES

The Board has constituted various committees with specific terms of reference to focus effectively on specific issues and
ensure expedient resolution of diverse matters in compliance with the provisions of the Act and RBI Directions. These include
the following Committees:

a) AUDIT COMMITTEE

Pursuant to the Companies Act, 2013, the Company has constituted an Audit Committee. The Board reviews the working
of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements
under the Companies Act, 2013.

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee comprises of three
Directors, two of whom are Independent Directors. The member of the Audit Committee possesses knowledge in
corporate finance, accounts and company law.

The Audit Committee met 4 (four) times during the financial year 2023-24 on: May 26, 2023, August 14, 2023, November
14, 2023 and February 14, 2024.

The details of the composition of the Committee and attendance of the members at the meetings of the Committee are
set out in the following table:

Names of Members	Designation& Category	Audit Committee Meeting
		Entitled to attend	Attended
*Mr. Devendra Kumar Patni DIN: 01647627	Chairman Independent Director	4	4
@Mr. Gaurav Srivastava DIN: 07637558	Member Independent Director	4	4
**Mr. Pramod Kumar Gupta DIN 10504388	Chairman Independent Director	0	0
***Mr. Vinod Patni DIN 05249134	Member Independent Director	0	0
Mr. Rajendra Kumar Jain DIN: 00168151	Member Whole-time Director	4	4

* Ceased w.e.f. 31.03.2024
@ .... Ceased w.e.f 19.06.2024
** Appointed w.e.f. 14.02.2024
*** Appointed w.e.f. 28.05.2024

Terms of Reference of the audit Committee inter alia include the following:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor''s independence, performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditor''s report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

b) NOMINATIONAND REMUNERATIONCOMMITTEE

Pursuant to the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee. The
Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with
the various requirements under the Companies Act, 2013.

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration
Committee comprises of three Directors, two of whom are Independent Directors. The member of the Nomination and
Remuneration Committee possesses knowledge in determining qualifications, positive attributes and independence
of Director on the Board.

The Nomination and Remuneration Committee met 2 (Two) times during the financial year 2023-24 on:August 14, 2023,
February 14, 2024.

The details of the composition of the Committee and attendance of the members at the meetings of the Committee are
set out in the following table:

Names of Members	Designation& Category	Nomination and Remuneration Committee Meeting
		Entitled to attend	Attended
*Mr. Devendra Kumar Patni DIN: 01647627	Chairman Independent Director	2	2
@Mr. Gaurav Srivastava DIN: 07637558	Member Independent Director	2	2
**Mr. Pramod Kumar Gupta DIN 10504388	Chairman Independent Director	0	0
***Mr. Vinod Patni DIN 05249134	Member Independent Director	0	0
Mrs. Arushi Jain DIN: 08828057	Member *Non Independent Non Executive Director	2	2

* Ceased w.e.f. 31.03.2024
@ .... Ceased w.e.f 19.06.2024
** Appointed w.e.f. 14.02.2024
*** Appointed w.e.f. 28.05.2024

Terms of Reference of the Nomination and Remuneration Committee inter alia include the following:

a) Recommendation of Nomination for membership of the Board, its committees and the leadership team of the
Company including Key Managerial personnel (“KMP”) as defined by the Companies Act, 2013;

b) Formulation of criteria for determining qualifications, positive attributes and independence of a Director and
recommend to the Board of Directors a policy relating to remuneration of the Directors, Key Managerial Personnel
and other Employees;

c) Formulation of Criteria for evaluation of performance of Independent Directors and the Board of Directors;

d) Devising a policy on diversity of Board of Directors;

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of
performance evaluation of Independent Director;

f) Identifying persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

g) Recommend to the Board, all remuneration, in whatever form, payable to senior management;

h) Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and
rules made there under & the Listing Regulations.

c) STAKEHOLDERS''RELATIONSHIP COMMITTEE

Pursuant to the Companies Act, 2013, the Company has constituted a Stakeholders'' Relationship Committee. The
Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with
the various requirements under the Companies Act, 2013.

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Stakeholders'' Relationship Committee
comprises of three Directors, two of whom are Independent Directors. The member of the Stakeholders'' Relationship
Committee shall consider and resolves the grievances of the security holders.

The Stakeholders'' RelationshipCommittee met 1 (One) times during the financial year 2023-24 on: May 26, 2023

The details of the composition of the Committee and attendance of the members at the meetings of the Committee are
set out in the following table:

Names of Members	Designation& Category	Stakeholders'' Re Committee M Entitled to attend	;lationship Meeting Attended
*Mr. Devendra Kumar Patni DIN: 01647627	Chairman Independent Director	1	1
@Mr. Gaurav Srivastava DIN: 07637558	Member Independent Director	1	1
**Mr. Pramod Kumar Gupta DIN 10504388	Chairman Independent Director	0	0
***Mr. Vinod Patni DIN 05249134	Member Independent Director	0	0
Mrs. Arushi Jain DIN: 08828057	Member 1Non Independent Non Executive Director	1	1

* Ceased w.e.f. 31.03.2024
@ .... Ceased w.e.f 19.06.2024
** Appointed w.e.f. 14.02.2024
*** Appointed w.e.f. 28.05.2024

Terms of Reference of the Stakeholders'' Relationship Committee inter alia include the following:

a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of Shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc;

b) Review of measures taken for effective exercise of voting rights by shareholders;

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent;

d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the Company.

26. UNIFORMLISTING AGREEMENT

The Company has entered into a uniform Listing Agreement with BSE Limited on December 08, 2015 as per the requirement
of SEBI Listing Regulations.

The equity shares of the company are listed with the BSE Limited under Scrip Code: 532083 and the listing fee for the year
2023-24 has been duly paid.

27. ESTABLISHMENT OF VIGILMECHANISM

As per Section 177 of the Companies Act, 2013, a Vigil Mechanism has been established in order to ensure that the activities
of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism have been uploaded on
the website of the Company and the web link is https://www.shrikalyan.co.in/comp/Vigil%20mechanism SKHL.pdf. Company
has established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or
suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization
of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in
exceptional cases.

During the year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied
access to the Audit Committee.

28. CORPORATE SOCIAL RESPONSIBILITY

Company''s net worth is below Rs. 500 crore, Turnover is less than Rs.1000 crore and Net profit (Before Tax) is less than
Rs.5 crore, hence provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) rules,
2014, are not applicable on the Company.

29. CORPORATEGOVERNANCEREPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply
in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore,
as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (a) and (b); hence compliance with the provisions of Corporate
Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2023¬
24.

30. PARTICULARSOF EMPLOYEES/PERSONNEL

a. Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexedas Annexure III to this report.

b. The statement showing the names and other particulars of the top ten employees in terms of remuneration drawn, as
required under rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014is annexed as Annexure IV to this report. However, none of the employee of the Company was in receipt of
the remuneration exceeding the limits prescribed under section 197 (12) read with rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the
Listing Regulations is given below:

• INDUSTRYSTRUCTURE AND DEVELOPMENTS

The Non-Banking Financial Companies (NBFCs) in India have been pivotal in bridging the credit gap for various
segments of the economy, notably the Micro, Small, and Medium Enterprises (MSMEs) and the under banked
populations. These institutions have complemented the traditional banking sector by offering financial services
tailored to the unique needs of their clients, leveraging their extensive geographical reach and quick service
delivery. The future growth of the NBFC sector in India will be shaped by a confluence of factors, including policy
support, regulatory oversight, and the continued digitisation of the financial value chain. These elements will
collectively contribute to the sector''s ability to support the broader narrative of India''s economic expansion,
making NBFCs indispensable to the nation''s growth story.

NBFCs (Non-Banking Financial Companies) play an important role in promoting inclusive growth in the country, by
catering to the diverse financial needs of bank excluded customers. NBFCs do play a critical role in participating in
the development of an economy by providing a fillip to transportation, employment generation, and wealth
creation, credit in rural segments and to support financially weaker sections of the society. Emergency services like
financial assistance and guidance is also provided to the customers in the matters pertaining to insurance. Non¬
Banking Financial Companies ("NBFCs"), along with banks, have been the main stay for the financial services
ecosystem in India. They have served as an alternative channel of credit flow to both retail as well as commercial
sectors in a bank-dominated financial system like India, bringing in efficiency and diversity into financial
intermediation. NBFCs play an important role in the Indian financial system by complementing and competing
with banks, specializing in credit delivery to a wide variety of segments. ¹

funding to the unbanked sector by catering to the diverse financial needs of the customers. Further, such companies play
a critical role in participating in the development of an economy by providing a fillip to transportation, employment
generation, wealth creation, bank credit in rural segments and to support financially weaker sections of the society.

We believe the investments we have made, and continue to make, in our strategy will enable us to advise and help our
clients as they tackle these market conditions. Especially in the areas of digitization of processes, migration to cloud
based technologies, workplace transformation, business model transformation and enhanced cyber security controls.
“Over the years, global enterprises have continued to become more digital. The recent crisis has changed the clock¬
speed of enterprise digitization from months to weeks and days, greatly reducing the gap between velocity of
experimentation and implementation at scale. Scaling agile digital will be the new normal.

Being an NBFC, the Company has to face various threats viz High cost of funds, Slow industrial growth, Stiff competition
with NBFCs as well as with banking sector, Nonperforming assets, etc.

And expect the government to continue pumping in liquidity as it will boost the sector''s employment, and direct disposable
income and consumption.

• RISKS & CONCERNS

Being a NBFC company, our Company is exposed to specific risks that are particular to its business and the environment
within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The most important
among them are credit risk, market risk and operational risk. The measurement, monitoring management of risk
remains key focus areas for the company.

Credit Risk: The Company has a strong governance framework and it ensures that the Board of Directors and its
committees approve risk strategies and delegate appropriate credit authorities. Its robust underwriting practices and
continuous risk monitoring ensure that portfolios stay within acceptable risk levels. Company continues to invest in
increasing collections capacity.

Market Risk : To effectively manage market risk on its investment portfolio, Company continues to follow a prudent
investment policy.

Operational Risk: Operational risk is the risk of loss resulting from inadequate or failed internal processes, systems or
human factors, or from external events. Operational risk is inherent in business activities, as well as related support
functions. The goal is to keep operational risk at an appropriate level relative to the characteristics of its businesses, the
markets in which it operates and the regulatory environment.

The management does not, at this juncture, believe that the impact on the value of the Company''s assets is likely to be
material. However, since the revenue of the Company is ultimately dependent on the value of the assets it manages and
changes in market conditions. Since the situation is rapidly evolving, its effect on the operations of the Company may be
different from that estimated as at the date of approval of these financial results. The Company will continue to closely
monitor material changes in markets and future economic conditions.

• SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is engaged primarily in the business of financing. During the F.Y. 2023-24, the Company has net profit of
Rs. 26.20 lakhs as against profit of Rs. 29.28 lakhs and 98.23% income out of total income was earned through
financing activity of the Company.

• OUTLOOK

The Outlook of the Company for the year ahead is to diversify risk. The markets will continue to grow and mature leading
to differentiation of products and services. Each financial intermediary will have to find its niche in order to add value to
consumers. The Company is cautiously optimistic in its outlook for the year 2023-24

• INTERNALCONTROLSYSTEMS:

The Company has a well-established internal financial control and risk management framework, with appropriate
policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong
corporate governance structure, while maintaining excellence in services to all its stakeholders. Company is having
adequacy on such internal control systems also in below paragraph to ensure:

(a) The orderly and efficient conduct of business, including adherence to policies

(b) Safeguarding of assets and ensure operational excellence

(c) Prevention and detection of frauds/errors

(d) Accuracy and completeness of the accounting records and

(e) Timely preparation of reliable financial information.

The Company has instituted the three lines of defence model, viz.

(i) management and internal control measures,

(ii) financial controls, risk management practices, security measures and compliance oversight, and

(iii) a robust internal checks and balances providing the third level of defence.

The Company has adequate systems and procedures to provide assurance of recording transactions in all material
respects. The Audit Committee reviews adherence to internal control systems and internal audit reports.

• INFORMATIONTECHNOLOGY

Our Company has taken further steps in its technology roadmap toward future readiness and digitalization. The Company
has been using the best possible information technology as a management tool for internal control. The Company
continues to invest reasonably into information technology for monitoring operation. Your Company believes that use of
the technology in an optimum manner in its business operations is essential to achieve business goals. In the Financial
Year 2023-24, major upgrades and changes have been carried out in the Information Technology infrastructure and
related systems of your Company so as to keep in pace with the business and technological requirements.

• FINANCIALPERFORMANCE

Company is a BSE listed, Non Banking Financial Company (NBFC). The Revenue from the non banking financial
activities during the financial year 2023-24 is Rs. 157.50 lakhs as against Rs. 195.84 lakhs in the previous year and
netprofit after tax during the financial year 2023-24 is Rs. 29.28 lakhs as against net loss of Rs. 33.99 lakhs in the previous
year.

The Net worth of the Company for the financial year 2023-24 is Rs. 905.93 lakhs as against Rs. 876.65 lakhs in
the previous year.

• HUMANRESOURCES

The Company recognizes people as its most valuable asset and has built an open and transparent culture to nurture
this asset. The Company is committed to strive towards full engagement of all its employees to ensure safe working
conditions and safe behavior, as well as take care of their health. The Company provides a fair and equitable work
environment to all its employees. The Company is continuously working to create and nurture an atmosphere which is
highly motivated and result oriented. The employee relations have continued to be harmonious throughout the year. The
Company has eight permanent employees as on March 31,2024.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in
key financial ratios, along with detailed explanations therefore, including:

Particulars of Ratio	F.Y. 2023-24	F.Y. 2022-23	Change in %	Reason (if more than 25% change)
Debtors Turnover Ratio	N.A.	N.A.	N.A.	N.A.
Inventory Turnover Ratio	N.A.	N.A.	N.A.	N.A.
Interest Coverage Ratio	42.3 3%	42.33 %	-70.80%	-
Current Ratio	172. 40%	172.40 %	-10.20%	-
Debt Equity Ratio	103. 34%	103.34 %	6.95%	-
Operating Profit Margin %	35.6 6%	35.66 %	46.20%	-
Net Profit Margin %	18.5 9%	18.59 %	-22.57%	-

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

(Rs. in Lakhs)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Share Capital	998.78	998.78
Reserve & Surplus	(66.63)	(92.84)
Net Worth (A B)	932.13	905.93
Profit/Loss After Tax	26.20	29.28
Return on Net Worth	(0.171%)	(0.173%)

CAUTIONARYNOTE

Certain statements in this Report may be forward-looking and are stated as may be required by applicable laws and
regulations. Actual results may vary from those expressed or implied, depending upon economic conditions, Government
policies and other incidental / related factors.

32. RBI COMPLIANCES

Your Company is a Non-Banking Non-Deposit Taking Non Systemically Important Investment and credit Company (“NBFC-
ICC”), your Company continues to comply with the applicable regulations and guidelines of Reserve Bank of India and
provisions as prescribed in Master Direction - Non-Banking Financial Company - Non Systemically Important Non-Deposit
taking Company (Reserve Bank) Directions, 2016 (“Master Directions”) as amended from time to time.

Further, your Company has complied with all the rules and procedure as prescribed in above mentioned master directions
and any other circulars & notifications, time to time, issued by Reserve Bank of India.

33. DISCLOSURE ON SECRETARIALSTANDARDS

The company complies with all applicable standards issued by the Institute of Company Secretaries of India. The Directors
have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such
systems are adequate and operating effectively.

34. DIRECTORS''RESPONSIBILITYSTATEMENT

As required by Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state and
confirm that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;

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

d) the directors had prepared the annual accounts of the company for the year ended on March 31, 2024 on a going concern
basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively and;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

35. ACKNOWLEDGEMENT

The Board of Directors places on record, its deep sense of appreciation to employees at all levels on their hard work,
dedication and commitment. The Board also thanks all the shareholders, investors, vendors, service providers, bankers
andall other stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of
India, the State Governments, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate
Affairs, Ministry of Finance, Securities and Exchange Board of India, Stock Exchanges and other governmental/ semi¬
governmental bodies and look forward to their continued support in all future endeavors.

We wish and pray for all to stay safe, healthy, and happy!

For and on behalf of Board of Directors
For Shri Kalyan Holdings Limited

Rajendra Kumar Jain

Chairman and Whole -Time Director
DIN: 00168151

Place: Jaipur Registered Office: B-19, LalBahadur Nagar,

Date: July 26, 2024 Malviya Nagar Jaipur-302017 (Rajasthan)

1

OPPORTUNITIESAND THREATS

The Capital market looks very solid in long term. Reports of various agencies and leading economists reflect that there
is an early sign of revival of economic growth with strong positive sentiments. Growth in GDP numbers and other
economic parameters being positive overall economic scenario looks favorable for coming years. Rising aspiration of
stakeholders enabled by higher income is the largest opportunity for the Company. Your Directors expect that with the
strong business model of the Company, innovative fund management techniques, continued confidence of investors,
the Company should achieve better performance in the year 2023-24. NBFCs have played an important role by providing

---

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their 23rd Annual Report together with the Audited Annual Financial Statements of the Company for the year ended March 31,2015.

1. FINANCIAL HIGHLIGHTS: {Amount in Rs.}

Particulars Financial Year Financial Year 2014-15 2013-14

Net Profit/(Loss) before Tax (76,99,972) (9,670,004)

Less : Provision for Tax - -

Deferred Tax (163,200) 1,43,676

Prior period Adjustments - -

Fringe Benefit Tax - -

Profit/(Loss) after Tax (75,36,772) (9,813,680)

Balance Profit/(Loss) b/f (25,867,254) (16,053,574)

Additional Depreciation as per Schedule II of the Companies Act, 2013 (2,16,202) -

Balance carried to Balance Sheet (33,620,228) (25,867,254)

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

2. OPERATIONS AND COMPANY'S AFFAIRS:

The Company's performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

The highlights of the Company's performance are as under:

* Net Profit/ (Loss) before Tax decreased by 20.37% to Rs. 76,99,972/- from the last F.Y.

* Profit/ (Loss) after Tax decreased by 23.20% to Rs. 75,36,772/- from the last F.Y.

3. DIVIDEND:

In view of the continued losses incurred including the losses for the financial year under report, your Directors regret their inability to recommend any Dividend for the year ended March 31,2015.

4. CAPITAL STRUCTURE:

During the FY 2014-15 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 9,98,77,500/- (Rupees Nine Crore Ninety Eight Lac Seventy Seven Thousand and Five Hundred).

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the financial year 2014-15, the Board of Directors of the Company met 10 (ten) times on 29th April, 2014, 28th May, 2014, 29th July, 2014, 13th November, 2014, 16th January, 2015, 07th February, 2015, 13th February, 2015, 02nd March, 20150, 09th March, 2015 and 14h March, 2015.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

6. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the company viz. Mr. Virat Dewan, Mrs. Priyanka Patni and Mr. Devandra Kumar Patni, have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Mrs. Priyanka Patni (DIN: 00556339) was appointed as an additional director of the Company w.e.f. 28.05.2014 and was regularized as a Woman Independent Director of the company in the AGM held on 31.07.2014.

During the year, Mr. Ashok Kumar Jain was appointed as Chief Financial Officer (CFO) of the Company, pursuant to Section 203 of the Companies Act, 2013 read with the rules made there under.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Jinendra Kumar Jain (DIN: 00168251), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

8. TRANSFER TO RESERVES:

Our Company is a Non-Banking Finance Company registered with Reserve Bank of India (RBI); hence it has to make a provision for standard assets at 0.25% of the outstanding standard assets in accordance with the provisioning norms of RBI i.e. Rs. 136550/- for the financial year 2014-15 and transfer the amount to special reserve fund.

9. NOMINATION & REMUNERATION POLICY:

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in Annexure "I".

10. AUDITORS:

* Statutory Auditors

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 100990W) have been appointed as Statutory Auditors of the company at the last AGM held on 31.07.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members.

The company has received letter from M/s. Banshi Jain & Associates, Chartered Accountants, Mumbai to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

* Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN: 2277) as Secretarial Auditor of the Company to carry out the secretarial audit of the company for the F.Y 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "II".

The Secretarial Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

The board has also re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the F.Y. 2015-16.

* Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board has appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 2014-15.

The Internal Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

The board has also re-appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company for the F.Y. 2015-16.

11. LOANS AND INVESTMENTS BY THE COMPANY:

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Finance company in the ordinary course of its business are exempted from disclosure in the Annual Report.

12. RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure "III" to this Report.

13. CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on website of the company i.e. www.shrikalyan.com.

The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March, 31,2015.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Material Changes And Commitments, there are no such material changes and commitments which affecting the financial position of the company.

15. EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT 9 as on the for the financial year ended 31st March, 2015 is annexed herewith as Annexure "IV".

16. RISK MANAGEMENT:

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

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

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflow.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

17. POSTAL BALLOT:

During the year under review, Special Resolutions for authorizing the Board for the following and as contained in the Notice to shareholders dated 14.03.2015 were approved by the shareholders of the Company by way of postal ballot:

1. To make loans, investments, guarantees and securities in other bodies corporate u/s 186 of the Companies Act, 2013 upto a sum of Rs. 100,00,00,000 (Rupees One Hundred Crores Only).

2. To borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 100,00,00,000 (Rupees One Hundred Crores only).

3. To sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013 to secure borrowings of the company upto a sum of Rs.100,00,00,000(Rupees One Hundred Crores only).

4. To keep all the statutory registers and copies of annual return etc., at the corporate office of the Company situated at B-19, Lal Bahadur Nagar East, Behind Kesar Kothi, J.L.N. Marg, Jaipur-302017 (Rajasthan) u/s 94 of the Companies Act, 2013.

CS Manoj Maheshwari, FCS; 3355, Practicing Company Secretary, Jaipur was appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility was also made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing agreement for postal ballot process. However, none of the shareholders utilized the option.

Details of voting are as follows:

Item No. 1: Special Resolution pursuant to Section 186 and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force)

Item No 2: Special Resolution pursuant to Section 180(1) (c) and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force)

Item No 3: Special Resolution pursuant to Section 180(1) (a) and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force)

Item No 4: Special Resolution pursuant to Section 94 and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force).

18. EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as their presence, leadership, level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received: NIL

* Number of complaints disposed off: NIL

20. FIXED DEPOSITS:

The Company has not invited, accepted or renewed deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

21. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on ‘conservation of energy and technology absorption.

Foreign exchange earnings and outgo is reported to be Nil during the financial year.

22. COMPOSITION OF AUDIT COMMITTEE:

Composition

The Audit Committee comprises of three Directors, two of whom are Non-Executive, Independent Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.

The constitution of the Audit Committee of Directors is as under:

Names of Members Designation

Mr. Devendra Kumar Patni DIN: 01647627 Chairman - Independent, Non-Executive

Mr. Virat Dewan DIN: 00155356 Member - Independent, Non-Executive

Mr. Rajendra Kumar Jain DIN: 00168151 Member - Executive

Terms of Reference:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditor's report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

i) The role of Audit Committee shall inter alia include the roles as prescribed in clause 49 of the listing agreement.

23. LISTING OF SECURITIES:

The equity shares of the company are listed with the BSE Limited and the listing fee for the year 2015-16 has been duly paid.

Scrip Code: 532083

24. ESTABLISHMENT OF VIGIL MECHANISM:

As per Section 177 of the Companies Act, 2013, a Vigil Mechanism has been established in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.shrikalyan.com

Company has established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of Vigilance Officer are as under:

Name: Shri Devendra Kumar Patni, Independent Director Address: 8/283, Vidhyadhar Nagar, Jaipur-302012 (Raj.) Email: [e-mail]

25. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 is not mandatory for the time being, in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As such our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory for our Company.

Consequently Management Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not form part of the Annual Report for the Financial Year 2014-15.

26. EQUAL OPPORTUNITY TO ALL THE EMPLOYEES:

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company's commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

27. REMUNERATION RELATED DETAILS:

A. None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

B. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure "V".

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

* in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

* the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

* the directors had prepared the annual accounts on a going concern basis;

* the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

* the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

30. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

PLACE: JAIPUR BY ORDER OF THE BOARD OF DIRECTORS DATE: 28TH MAY, 2015 SD/- RAJENDRA KUMAR JAIN DIN:00168151 CHAIRMAN AND WHOLE TIME DIRECTOR

---

Mar 31, 2013

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Annual Accounts of the Company for the year ended March 31st, 2013.

1. FINANCIAL HIGHLIGHTS: .

(Rs.)

Financial Year Financial Year

Particulars 2012-2013 2011-2012

Net Profit/(Loss) before Tax (7009837) 1006385

Less: Provision for Tax - 948162

Deferred Tax 152400 179418

Prior period Adjustments - -

Fringe Benefit Tax - -

Profit/(Loss) after Tax (7162237) (121195)

Balance Profit/(Loss) b/f (8891336) (8770141)

Balance carried to Balance Sheet (16,053,574) (8891336)

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

2. DIVIDEND:

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31,2013.

3. CAPITAL STRUCTURE

During the FY 12-13 there is a change in capital structure of the Company due to Forfeiture as under:-Paid up share capital of the Company stands at Rs. 9,97,45,000/- instead of Rs.100010000 in Previous Year.

4. OPERATIONS:

The Company''s performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

5. DIRECTORS:

During the year Mr. Sanjay Godhaand Mrs. Priyanka Patni has resigned from the Directorship of the Company w.e.f. 25.05.2012 and 28.07.2012 respectively. Board of Directors wish to place on record their sincere appreciation for the contributions made by them, during their tenure as a Director of the Company.

During the year Mr. Devendra Kumar Patni was appointed as an additional director of the Company w.e.f. 25.05.2012 and was regularized in the Annual General Meeting held on 31.07.2012.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Devendra Kumar Patni and Mr. Virat Dewan are liable to retire by rotation and being eligible offer themselves for reappointment. Directors recommend their re-appointment.

In terms of the provisions of Companies Act, 1956 Mr.Alkesh Patni who was appointed as a Director of the Company w.e.f 01.09.2011 pursuant to section 262 of the Companies Act, 1956 to fill the casual vacancy caused by the resignation of Shri Vikram Singh Meena who holds office up to the date to which the director in whose place he is appointed would have held office if it had not been vacated. His appointment as an Ordinary Director of the Company is placed before the members for consideration.

6. DEMAT CONNECTIVITY WITH NSDLAND CDSL:

Company is having DEMAT connectivity with both the depositories.

7. REGISTRAR AND SHARE TRANSFERAGENT:

M/s Beetal Financial & Computer Services Pvt. Ltd., New Delhi, is acting as Registrar & Share Transfer Agent of the company for physical share transfers and Demat connectivity with CDSL/NSDL and all matters connected thereto.

8. POSTAL BALLOTS:

There is no Postal Ballot proceeding during the financial year 2012-13.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. in the preparation of annual accounts for the Financial year 2012-2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

iv. the annual accounts are prepared on a going concern basis.

10. LISTING OF SHARES

Your Company''s shares are listed at Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited and the listing fee for the year 2013-14 has been duly paid.

11. FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and outgo is reported to be Nil during the financial year. The Company''s auditor had certified the same.

13 CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of Insider Trading , the company has formulated and implemented a compressive Code of Conduct for prevention of Insider Trading by its management and employees. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of the Company.

14. AUDITOR''S REPORT:

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received a letter from M/s Banshi Jain & Associates, Chartered Accountants, Mumbai to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and have been explained/clarified wherever necessary in appropriate notes to Accounts.

15. CORPORATE GOVERNANCE:

The Company considers Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholder value. It has implemented all the provisions of Corporate Governance as stipulated under Clause 49 of the listing agreement with all the stock exchanges, where the Company is listed. It has always been a constant endeavor of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. Aseparate section on Corporate Governance along with a certificate from the Auditors of the Company, certifying compliance with stipulations of Clause 49 of listing agreement with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

16 PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

17. ACKNOWLEDGEMENT :

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company''s Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to The employees at all levels for their continued support.

Place: Jaipur FOR AND ON BEHALF OF

Date : 22nd May. 2013 BOARD OF DIRECTORS

Sd/-

RAJENDRA KUMAR JAIN

CHAIRMAN

---

Mar 31, 2012

The Directors have pleasure in presenting their 20thAnnual Report together with the Audited Annual Accounts of the Company for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS: (Rs.)

Particulars Financial Year Financial Year 2011-12 2010-11

Net Profit/(Loss) before Tax 10,06,385 1,07,634

Less : Provision for Tax 9,48,162 3,63,000

Deferred Tax 1,79,418 (1,03,369)

Prior period Adjustments - (1,420)

Fringe Benefit Tax - -

Profit/(Loss) after Tax (1,21,195) (1,50,577)

Balance Profit/(Loss) b/f (87,70,141) (86,19,564)

Balance carried to Balance Sheet (88,91,336) (87,70,141)

DIVIDENDS:

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31, 2012.

OPERATIONS:

The Company's performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

DIRECTORS:

During the year Mr. Vikram Singh Meena has resigned from the Directorship of the Company w.e.f. 01/09/2011. Board of Directors wish to place on record their sincere appreciation for the contributions made by him, during his tenure as a Director of the Company. Also the Board of Directors has appointed Mr. Alkesh Patni to fill the said casual vacancy at the Board Meeting held on 01/09/2011.

During the year Ms. Gopali Devi Meena has resigned from the Directorship of the Company w.e.f. 01/09/2011. Board of Directors wish to place on record their sincere appreciation for the contributions made by her, during her tenure as a Director of the Company. Also the Board of Directors has appointed Ms. Priyanka Patni to fill the casual vacancy at the Board Meeting held on 01/09/2011.

Mr. Sanjay Godha has resigned from the Directorship of the Company w.e.f. 25/05/2012. Board of Directors wish to place on record their sincere appreciation for the contributions made by him, during his tenure as a Director of the Company. Also the Board of Directors has appointed Mr. Devendra Kumar Patni, FCA, as an additional director w.e.f. 25/05/2012.

In terms of the provisions of Companies Act, 1956 Mr. Devendra Kumar Patni hold office until the date of ensuring Annual General meeting. His appointment as an Ordinary Director of the Company is placed before the members for consideration.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Ms. Priyanka Patni and Mr. Alkesh Patni are liable to retire by rotation and being eligible offer themselves for reappointment. Directors recommend their re-appointment.

SHIFTING OF REGISTERED AND CORPORATE OFFICE OF THE COMPANY:

During the Financial year, the Company has shifted its Corporate office from 364, Akron Ka Rasta Kishan Pole Bazar Jaipur 302001, Rajasthan to D-25, Lal Bahadur Nagar East, J.L.N. Marg, Jaipur 302017, Rajasthan.

During the Financial year, the Company has shifted its Registered Office outside the local limits of the city by way of postal ballot from 104, Jamna Das Building, Opp. Shapoorji Palanji Bungalow, Walkeshwar Road, Mumbai400006 to Saptashrungi Apartment, Flat No.-1, Ground Floor, Plot No. 282A & 285, Sarsole, (G.E.S), Sector-6, Nerul (W), Navi Mumbai- 400 706.

DEMAT CONNECTIVITY WITH NSDLAND CDSL:

During the Financial Year, the Company initiated for DEMAT connectivity with NSDL and CDSL. Pursuant to this, at present, the Company has DEMAT connectivity with both the depositories.

REGISTRAR AND SHARE TRANSFER AGENT:

During the Financial year, the Company got itself registered with M/s Beetal Financial & Computer Services Pvt. Ltd., New Delhi, for acting as Registrar & Share Transfer Agent of the company for physical share transfers and Demat connectivity with CDSL/NSDL and all matters connected thereto.

POSTAL BALLOTS :

1. A Special Resolution for authorizing the Board of Directors to make/provide the investments, loans, guarantees, securities to the body corporates u/s 372A of the Companies Act, 1956 and upto a sum of Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) as contained in a Notice to the Shareholders dated 20th October, 2011 was passed during the year under a Postal Ballot. CS Manoj Maheshwari, Jaipur was appointed as the Scrutinizer for the Postal Ballot process.

Details of voting are as follows:

No. of No. of Total Votes No. of shareholders Shares Votes in favour

13 4,758,400 4,758,400 4,758,400



No. of No. of Votes Invalid Votes shareholders against

13 NIL NIL

The procedure prescribed under Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the Postal Ballot conducted during the year for the resolution mentioned above. The result of the Postal Ballot was announced by the Chairman at the registered office of the Company on 14thDecember, 2011 and advertised in the newspapers.

2. Special Resolutions for:

1. Appointment of Mr. Rajendra Kumar Jain, as Chairman of the Company w.e.f. 1st January, 2012 for a period of five years;

2. Appointment of Mr. Bhupendra Kumar Jain, as Managing Director of the Company w.e.f. 1st January, 2012, for a period of five years;

3. Appointment of Mr. Jinendra Kumar Jain, as Executive Director of the Company w.e.f. 1st January, 2012 for a period of five years;

4. Shifting of Registered office outside the local limits of the city u/s 146 of the Companies Act, 1956.

as contained in Notice to the Shareholders dated 31st January, 2012 were passed during the year under a Postal Ballot. CS Manoj Maheshwari, Jaipur was appointed as the Scrutinizer for the Postal Ballot process.

Details of voting are as follows:

No. of No. of Total Votes No. of shareholders Shares Votes in favour

13 4,758,400 4,758,400 4,758,400



No. of No. of Votes Invalid Votes shareholders against

13 NIL NIL

The procedure prescribed under Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the Postal Ballot conducted during the year for the resolution mentioned above. The result of the Postal Ballot was announced by Mr. Rajendra Kumar Jain, Chairman of the Company, on 20thMarch, 2012 and advertised in the newspapers.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED PURSUANT TO SECTION 217(2AA):

i. that in the preparation of annual accounts for the Financial year 2011-2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

iv that the annual accounts are prepared on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and outgo is reported to be Nil during the financial year.

AUDITORS AND AUDITORS' REPORT :

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received letter from M/s Banshi Jain & Associates, Chartered Accountants, Mumbai to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and have been explained/clarified wherever necessary in appropriate notes to Accounts.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

RAJENDRA KUMAR JAIN CHAIRMAN

Place: Jaipur Date: 25th May, 2012

---

Mar 31, 2011

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.



FINANCIAL HIGHLIGHTS: (Rs.)

31/03/2011 31/03/2010 Net Profit/(Loss) before Tax 1,07,633 16,37,993 Less: Provision for Tax 3,63,000 4,21,000 Deferred Tax 1,03,369 67,670

Fringe Benefit Tax - -

Profit/(Loss) after Tax (-1,50,578) 11,49,323 Balance Profit/(Loss) b/f (86,19,564) (97.68,887) Balance carried to Balance Sheet (87,70,142.03) (86,19,564)

DIVIDENDS:

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31, 2011.

OPERATIONS:

The Company's performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

DIRECTORS:

Mr. Jinendra Jain and Mr. Rajendra Kumar Jain retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED PURSUANT TO SECTION 217(2AA):

i. That in the preparation of annual accounts for the Financial year 2010-2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the annual accounts are prepared on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and outgo is reported to be Nil during the financial year.

AUDITORS:

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai, retire at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers. The Directors are also thankful to the employees at all levels for their continued support.

For and on behalf of the Board of Directors

JINENDRA JAIN RAJENDRA JAIN

DIRECTOR DIRECTOR





Place : Mumbai

Date : 18/08/2011

REGISTERED OFFICE :

104, Jamna Das Building,

Opp. Sharpoorji Palanji Bungalow,

Walkeshwar Road,

Mumbai - 400 006

---

Mar 31, 2010

The Director have pleasure in presenting their 18th Annual Report together with the Audited Accounts of the Company for the year ended March 31 2010

FINANCIAL HIGHLITS 31/03/2010 31/03/2009

Net Profit / (Loss) before tax 16,37,993 32,39,268

Less : Provision for Tax 4,21,000 8,40,364

Deferred Tax 67,670 (25,383)

Fringe Benefit Tax - 1,18,030

Profit /(Loss)after tax 11,49,323 23,06,257

Balance Profit/(Loss)b/f (97,68,887) (1,20,75,776)

Balance Carried to Balance Sheet (86,19,564) (97,68,887)

DIVIDENDS

In view of loss your Directors regret their inability to recommend any Dividend for the year ended March 31 2010

DIRECTORS

Mr. Vicar Singh Mena and Mr. Virat Dean retire by rotation at the forth coming Annual Meeting and being eligible offer themselves for re-appointment

DIRECOTRS RESPONSIBILITY STATEMENT AS REQUIRED PURSUANT TO SECTION 217 (2AA)

i. the in the preparation of annual accounts for the Financial year 2009-2010 the applicable accounting standers had been followed along with proper explanation relating to material departures ;

ii.that the Director has selected such accounting policies and applied them consistently and made judgment and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period .

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. That the annual accounts are prepared on a going concern basis

FIXED DIPOSOTS :

The Company has not accepted deposits from public with in the meaning of section 58 A of the Companies Act 1956 read with the Companies (Acceptance of Deposits) Rules 1975

PARTICULARS REGARDING CONSEVATIONS OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUR GO

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules 1988 relating to the conservation of energy and technology absorption is not being given since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and out go is reported to be Nil during the financial year AUDITORS

M/s Banish Jain & Associates Chartered Accountants Mumbai retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment

CORPORATE GOVERNANCE ;

Pursuant to clause 49 of the Listing Agreement a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of corporate Governance are annexed to the Directors Report

PARTICULARS OF EMPLOYEES ;

The Company has no employees of the specified categories under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of employees ) Rules 1975 as amended up to date

ACKNOWLEDGEMENTNS

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Companies Bankers The Directors are also thankful to the employees at all levels for their continued support .



For and on behalf of the Board of Directors

Place : Mumbai JINENDRA JAIN RAJENDRA JAIN

Date : 01/09/2010 DIRECTOR DIRECTOR

REGISTERED OFFICE

104 Jana Das Building

Opp. Shapoorji Polanyi Bungalow

Walkeshwar Road

Mumbai - 400006