Directors Report of Kalyan Capitals Ltd.

Mar 31, 2025

Your directors present the 41^st Annual Report along with the audited standalone and
consolidated financial statements for FY 2024-25.

Company Overview

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

1. Financial Highlights

The Financial performance of your Company for the year ended 31^st March, 2025 is summarized
below:

Particulars	Standalone for the Financial Year ended		Consolidated for the Financial Year ended
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	1902.45	1967.36	2630.67	3170.09
Other Income	7.34	32.08	5.40	158.90
Total Income	1909.79	1999.43	2636.07	3328.99
Less: Employee Benefits Expenses	45.32	46.87	74.08	68.35
Less: Other Expenses	34.69	77.92	66.30	114.71
Less: Net loss on fair value changes	-	-	234.34	31.80
Less: Impairment on financial assets	-	-	1.21	14.29
Profit Before Finance Cost, Depreciation & Taxes	1829.78	1874.64	2260.13	3099.84
Less: Finance Cost	1551.57	1617.50	1684.83	2096.16
Less: Depreciation and Amortization	61.04	61.24	61.81	62.75
Profit/ Loss Before Tax	217.17	195.90	513.49	940.93
Less: Current Tax	62.32	64.76	193.85	221.65
Add: Income tax provision written off	-	-	3.81	-
Less: Deferred Tax	-5.28	-11.09	16.47	-19.30
Profit/ Loss After Tax	160.12	142.23	306.98	738.58
Other Comprehensive Income	0.31	0.91	0.12	2.32
Total Comprehensive Income		143.13	307.10	740.90
Earnings per Share (Basic) (Rs.)	0.30	0.27	0.58	1.41
Earnings per Share (Diluted) (Rs.)	0.30	0.27	0.58	1.41

2. Company Performance Overview

During the Financial Year under review, the total revenue from operations of the Company was
Rs. 1902.45 Lakhs as against Rs. 1967.97 Lakhs in the previous year. The Company earned Net
Profit of Rs. 160.12 Lakhs in the current Financial Year as against a profit of Rs. 142.23 Lakhs in
the previous Financial Year.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs. 2630.67 Lakhs as against Rs. 3170.09 Lakhs
in the previous year and Consolidated Net Profit of Rs. 306.98 Lakhs for the Financial Year ended
31^st March, 2025 as against a profit of Rs. 738.58 Lakhs in the previous Financial Year.

4. Capital Structure

The capital structure of the Company remained unchanged during the financial year 2024-25. As
on March 31^st, 2025, the Authorised Share Capital of the Company is Rs. 11,51,00,000 (Rupees
Eleven Crores and Fifty-One Lakhs only) divided into 5,75,50,000 (Five Crores Seventy-Five Lakhs
and Fifty Thousand only) equity shares of face value of Re.2/- (Rupees Two each) and the Issued,
Subscribed and Paid-up Equity Share Capital is Rs. 10,50,26,210 (Rupees Ten Crores Fifty Lakhs
Twenty-Six Thousand Two Hundred and Ten only) divided into 5,25,13,105 (Five Crores Twenty-
Five Lakhs Thirteen Thousand One Hundred and Five only) equity shares of Re. 2/- (Rupees Two)
each.

5. Reserves & Surplus

As per Section 45-IC of the Reserve Bank of India Act, 1934 (''RBI Act''), every NBFC is required to
transfer a sum not less than twenty percent of its net profit for the year to the ''Statutory Reserve
Fund''. Your Company has transferred Rs. 32.02 lacs to the said Reserve.

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 during the Financial Year ended 31^st March, 2025.

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

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

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

8. Declaration of Dividend

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

9. Subsidiaries/Joint Ventures/Associates

During the year under review, the Company has only one subsidiary i.e., Anmol Financial Services
Limited (AFSL) and the Board of Directors reviewed the affairs of the same. In accordance with
Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial
statements of the Company, which form part of this Integrated Annual Report. Further, a
statement containing the salient features of the financial statement of our subsidiary in the
prescribed format AOC-1 is appended as Annexure I to the Board''s report. The statement also
provides details of the performance and financial position of the subsidiary, along with the
changes that occurred, during fiscal year 2024-25.

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

Financial Highlights of Performance of M/s Anmol Financial Services Limited, a Subsidiary
Company

Amount in Lakhs

Particulars	For the Financial Year ended 31stMarch, 2025	For the Financial Year ended 31stMarch, 2024
Revenue from Operations	725.99	1201.78
Other Income	0.27	155.10
Total Revenue	726.27	1356.88
Less: Employee Benefits Expenses	28.75	21.48
Less: Other Expenses	31.60	36.79
Less: Net loss on fair value changes	234.34	59.13
Profit Before Finance Cost, Depreciation & Taxes	431.56	1239.48
Less: Finance Cost	133.26	478.65
Less: Depreciation & Amortization	0.76	1.53
Less: Impairment of Financial Instruments	1.21	14.29
Profit/Loss Before Tax	296.33	745.01
Less: Current Tax	131.53	156.89
Add: Excess Income tax Provision Written Off	3.80	-
Less: Deferred Tax/Liabilities	21.75	(14.47)
Profit/Loss After Tax	146.86	602.60
Other Comprehensive Income	(0.19)	1.42
Total Comprehensive Income	146.67	604.02
Earnings Per Share (Basic)(Rs.)	2.53	10.39
Earnings Per Share (Diluted) (Rs.)	2.53	10.39

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during the Financial Year

2024-25.

11. Investor Complaints and Compliance

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

12. Directors and KMP as on 31.03.2025

Name of the Person	Designation
*Mr. Rajesh Gupta	Non-Executive Non-Independent Director
Ms. Prachi Gupta	Non-Executive Non-Independent Director
Mr. Sanjeev Kumar	Non-Executive Independent Director
Mr. Girish Chadha	Non-Executive Independent Director
Mr. Sunil Kumar Malik	Non-Executive Non-Independent Director
Mrs. Mamta Gupta	Non-Executive Independent Director
* Mr. Sanjeev Singh	Chairman & Executive Director
*Mr. Rishabh Talwar	Non- Executive Independent Director
*Mr. Abhijeet Sharma	Chief Financial Officer
*Mr. Pradeep Kumar	Chief Executive Officer

Change in directors during the year

During the Financial Year 2024-25, Mr. Rajesh Gupta (DIN: 00006056) had resigned from the
position of Chairmanship w.e.f 05.08.2024.

Mr. Sanjeev Singh was appointed as a Non-Executive Non Independent Director of the Company
on 29.05.2024 and was appointed as an Executive Director in the capacity of Chairman on
12.08.2025.

Mr. Rishabh Talwar (10316259) was appointed as an Independent Director in the capacity of Non¬
Executive Director w.e.f 29.05.2024.

The Board in its meeting held on 29.05.2024 approved the resignation of Mr. Pradeep Kumar as
Chief Executive Officer w.e.f 29.05.2024.

The Board in its meeting held on 29.05.2024 approved the resignation of Mr. Jagdish Prasad
Meena as Non-Executive Independent Director w.e.f 08.05.2024.

Mr. Kaushal Gupta has resigned from the position of Managing Director w.e.f 27.05.2024 and
from the position of Director w.e.f 05.06.2024.

Mr. Abhijeet Sharma was appointed as the new Chief Financial Officer w.e.f 19.11.2024 as Mr.
Deepak Garg resigned from the position of CFO w.e.f. 21.08.2024.

Change in directors & KMP from April 01^st, 2025 till the date of this Report

Key Managerial Personnel

Mr. Chandan Kumar Bhardwaj appointed as the new Chief Executive Officer w.e.f. April 16^th,
2025 as Mr. Pradeep Kumar resigned from the position of CEO w.e.f. March 31^st, 2025.

Mr. Rohit Kumar appointed as the new Company Secretary and Compliance Officer w.e.f. April
16^th, 2025 as Ms. Isha Agarwal resigned from the position of Company Secretary and
Compliance Officer w.e.f. January 30^th, 2025.

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

Compliance with Code of Conduct

All Board members and Senior Management Personnel have affirmed their compliance with
the Company''s Code of Conduct for FY 2025. A declaration to this effect signed by the CEO &
Director is included in this Report.

12. Declaration given by Independent Directors

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

In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have
confirmed their eligibility as per Regulation 16 (1) (b) of Listing Regulations and that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed compliance with the provisions of Rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of
their name in the databank of Independent Directors.

Further, the Board has ensured the veracity of the disclosures and opines that there has been
no change in the circumstances which may affect their status as Independent Directors of the
Company and the Board is satisfied of the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board.

Familiarization Program for Independent Directors

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

Meeting of Independent Directors

A separate meeting of Independent Directors without the presence of Non-Independent
Directors was held on March 25^th, 2025 during the Financial Year 2024-25

13. Policy on Director''s Appointment and Policy on Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent
directors to maintain the independence of the Board, and separate its functions of
governance and management. As of March 31^st, 2025, the Board had eight members, one of
whom is an Executive Director, three Non-Executive Non-Independent Director and four
Independent Directors which includes two women directors (one Non Independent & one is
Independent Director).

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

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

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors of the
Company regularly review the policy on director''s appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director and
other matter provided under Section 178(3), based on the recommendations of the
Nomination and Remuneration Committee.

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

14. Details of Board and its Committees

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

The notice for the Board/Committees Meetings is also given in advance to all the Directors.

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

15. Annual Evaluation of Board Performance and Performance of its Committees and Individual
Directors

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

Evaluation of the Board and its Committees is based on various aspects of their functioning,

such as, adequacy of the constitution and composition of the Board and its Committees,
matters addressed in the meetings, processes followed at the meeting, Board''s focus,
regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation
of individual Director''s performance, various parameters like Director''s profile, contribution in
Board and Committee meetings, execution and performance of specific duties, obligations,
regulatory compliances and governance, etc., are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each
Director was carried out for the financial year 2024-25 by Nomination and Remuneration
Committee in consultation with the Board.

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

16. Audit Committee Recommendations

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

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

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

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

The Company has neither incurred any expenditure nor earned any income in foreign
exchange during the Financial Year 2024-25.

18. Particulars of Employees and Remuneration

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

The percentage increase in remuneration, ratio of remuneration of each director and key
managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of
employees'' remuneration, and the list of top 10 employees in terms of remuneration drawn,
as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part
of Annexure-III (a) and Annexure-III (b) to this Board''s Report.

19. Related Party Transactions

The Company has adopted a Policy on Related Party Transactions for the purpose of
identification, approving and monitoring of such transactions. All the related party
transactions that were entered during the Financial Year were conducted in the ordinary
course of business and on an arm''s length basis. Thus, disclosure in form AOC- 2 is not
required. Related party transactions have been disclosed under the Note 32 of the financial
statements in accordance with INDAS 24 for the Financial Year ended on March 31, 2025.

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

20. Particulars of Loans, Guarantees and Investments

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

21. Annual Return

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

22. Auditors and Auditor''s Report

Statutory Audit Report

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

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

Secretarial Audit Report

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the
Company have appointed M/s Hemant Kumar Sajnani & Associates, Company Secretaries
(M. No.: FCS 7348; COP: 14214) as the Secretarial Auditor of the Company to conduct the
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the
Financial Year ended March 31^st, 2025, is annexed to this Report as "Annexure-IV".

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made
thereunder, the Board of Directors of the Company has appointed M/s. RGAR & Associates,
Chartered Accountants, (FRN: C400023) as the Internal Auditors to conduct the Internal
Audit of the Company for the Financial Year 2024-25. The Internal Auditors reports directly
to the Audit Committee of the Board. The Audit Committee regularly reviews the audit
findings as well as the adequacy and effectiveness of the internal control measures.

Cost Records and Cost Audit Report

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

Reporting of frauds by auditors

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

23. Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non¬
Banking Financial Company- Scale Based Regulation) Directions, 2023 (the ''Master
Directions'') which now supersedes the existing NBFC-Systemically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

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

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

24. Internal Control Systems and adequacy of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are proper, adequate and operating effectively. The
Company''s internal control system is commensurate with its size, scale and complexities of
its operations.

The Board has appointed Internal Auditors to more strengthen the Internal Financial
Controls. Internal Auditors directly reports to the Audit Committee or Board of Directors of

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

25. Business Risk Management

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

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

26. Vigil Mechanism

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

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

27. Management''s Discussion and Analysis

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

28. Corporate Governance Report

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

29. Code of Conduct for Prevention of Insider Trading

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a
Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider

Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares
of the Company by its Designated Persons and other connected persons while in possession
of Unpublished Price Sensitive Information in relation to the Company and during the
period when the trading window is closed. The Company has also formulated a Code of
practices and procedures for fair disclosure of Unpublished Price Sensitive Information
(UPSI) and the said code is available on the Company''s website and can be accessed at
www.kalyancapitals.com.

Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable on the Company for the Financial Year ended 31^st March,
2025.

30. Secretarial Standards

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

31. Proceeding under the Insolvency and Bankruptcy Code, 2016

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

32. Significant/Material orders Passed by the Regulators

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

33. Stock Exchange Listing

The Company''s shares are listed on BSE Limited and your Company has paid the annual listing
fees for the Financial Year 2024-25.

34. RBI Compliance

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

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

Particulars	As at 31st March, 2025	As at 31st March, 2024
Tier I CRAR	2.98%	17.87%
Tier II CRAR	0.59%	0.22%
Capital to Risk Weightage Ratio (CRAR)	3.57%	9.04%

Disclosures required under the Non-Systemically Important Non-Banking Financial (Non¬
Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

There was an auction of Gold Loan for Rs. 26,718/- conducted by the Company during the
Financial Year 2024-25 in respect of defaulter in any loan accounts.

35. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its women
employees across its functions, as they are integral and important part of the organization.
Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives
has been set up to redress complaints relating to sexual harassment, if any, received from
women employees and other women associates. During the Financial Year 2024-25:

No. of Complaints received: Nil

No. of Complaints disposed off: Nil

No. of cases pending for a period exceeding 90 days: Nil

36. General

Your Board of Directors confirms that:

a) Your Company has not issued equity shares with differential rights as to dividend, voting
or otherwise;

b) Your Company does not have any ESOP scheme for its employees/Directors; and

c) There is no scheme in your Company to finance any employee to purchase shares of your
Company.

37. Directors'' Responsibility Statement

Pursuant to the provisions of the Section 134(3) (C) and 134(5) of the Companies Act,

2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the Financial Year ended 31^st March, 2025,
the applicable accounting standards and Schedule-III of the Companies Act, 2013, have
been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as at 31^st March, 2025 and of the profit
and loss of the Company for the Financial Year ended 31^st March,2025;

c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.

Acknowledgement

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

By the Order of the Board

Date: 17^th July, 2025

Place: Sahibabad For KALYAN CAPITALS LIMITED For KALYAN CAPITALS LIMITED

Sd/- Sd/-

Sanjeev Singh Sunil Kumar Malik

DIN: 00922497 DIN: 00143453

Director Director

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Mar 31, 2024

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

Company Overview

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

1. Financial Highlights

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

Amount in Lakhs

Particulars	Standalone for the Financial Year ended		Consolidated for the Financial Year ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from Operations	1967.97	1513.84	3170.09	1985.05
Other Income	31.47	1.34	158.90	25.38
Total Income	1999.43	1515.18	3328.99	2010.43
Less: Employee Benefits Expenses	46.87	30.67	68.35	53.54
Less: Other Expenses	77.92	30.78	114.71	73.30
Less: Net loss on fair value changes	-	-	31.80	-
Less: Impairment on financial assets	-	-	14.29	11.77
Profit Before Finance Cost, Depreciation & Taxes	1874.64	1453.73	3099.84	1871.82
Less: Finance Cost	1617.50	1205.69	2096.16	1331.82
Less: Depreciation and Amortization	61.24	30.18	62.75	32.66
Profit/ Loss Before Tax	195.90	217.87	940.93	507.35
Less: Current Tax	64.76	56.84	221.65	123.36
Add: Income tax provision written off	-	-	-	3.65
Less: Deferred Tax	-4.83	-6.60	-19.30	-11.46
Profit/ Loss After Tax	135.97	167.63	738.58	399.10
Other Comprehensive Income	0.91	1.88	2.32	2.41
Total Comprehensive Income	136.88	169.52	740.90	401.52
Earnings per Share (Basic) (Rs.)	0.26	1.08	1.41	2.57
Earnings per Share (Diluted) (Rs.)	0.26	1.08	1.41	2.57

2. Company Performance Overview

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

Branch Opening:

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

3. Consolidated Financial Performance Review and Analysis

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

4. Capital Structure

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

5. Reserves & Surplus

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

6. Public Deposits

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

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

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

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements

relate and the date of this report.

8. Declaration of Dividend

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

9. Subsidiaries/Joint Ventures/Associates

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

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

Financial Highlights of Performance of M/s Anmol Financial Services Limited, a Subsidiary Company

Amount in Lakhs

	For the Financial Year	For the Financial Year
Particulars	ended 31stMarch, 2024	ended 31stMarch, 2023
Revenue from Operations	1201.78	470.09
Other Income	155.10	25.17
Total Revenue	1356.88	495.26
Less: Employee Benefits Expenses	21.48	22.87
Less: Other Expenses	36.79	42.52
Less: Net loss on fair value changes	59.13	-
Profit Before Finance Cost, Depreciation & Taxes	1239.48	429.87
Less: Finance Cost	478.65	126.13
Less: Depreciation & Amortization	1.53	2.48
Less: Impairment of Financial Instruments	14.29	11.77
Profit/Loss Before Tax	745.02	289.48
Less: Current Tax	156.89	66.51
Add: Excess Income tax Provision Written Off	-	3.65
Less: Deferred Tax/Liabilities	(14.47)	(4.86)
Profit/Loss After Tax	602.60	231.48
Other Comprehensive Income	1.42	0.53
Total Comprehensive Income	604.02	232.01
Earnings Per Share (Basic)(Rs.)	10.39	3.99

Earnings Per Share (Diluted) (Rs.)

10.39

3.99

10. Change in the Nature of Business

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

11. Investor Complaints and Compliance

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

12. Directors and KMP as on 31.03.2024

Name of the Person	Designation
*Mr. Rajesh Gupta	Chairman and Non-Executive Non-Independent Director
Ms. Prachi Gupta	Non-Executive Non-Independent Director
Mr. Sanjeev Kumar	Non-Executive Independent Director
Mr. Girish Chadha	Non-Executive Independent Director
Mr. Sunil Kumar Malik	Non-Executive Non-Independent Director
* Mr. Jagdish Prasad Meena	Non-Executive Independent Director
*Mrs. Mamta Gupta	Non-Executive Independent Director
* Mr. Kushal Gupta	Managing Director
Mrs. Isha Agarwal	Company Secretary & Compliance Officer (KMP)
*Mr. Deepak Kumar Garg	Chief Financial Officer

Change in directors during the year

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

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

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

Also, the Board in its meeting held on December 28^th, 2023 approved the resignation of Mrs. Prema Lata Khuntia from the position of Independent Director w.e.f. December 28^th, 2023 and appointment of Mrs. Mamta Gupta as an Independent Director w.e.f. December 28^th, 2023.

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

Change in directors during the year

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

Change in directors & KMP from April 01^st, 2024 till the date of this Report

Directors

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

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

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

Key Managerial Personnel

Mr. Kushal Gupta resigned from the position of Managing Director w.e.f. May 27^th, 2024.

Mr. Pardeep Kumar was appointed as the Chief Executive Officer w.e.f. May 29^th, 2024.

Mr. Deepak Garg resigned from the position of CFO w.e.f. August 21^th, 2024.

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

Compliance with Code of Conduct

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

12. Declaration given by Independent Directors

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

In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed their eligibility as per Regulation 16 (1) (b) of Listing Regulations and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the databank of Independent Directors.

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

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

Familiarization Program for Independent Directors

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

13. Policy on Director''s Appointment and Policy on Remuneration

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

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

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

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly review the policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under Section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

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

14. Details of Board and its Committees

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

The notice for the Board/Committees Meetings is also given in advance to all the Directors.

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

15. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

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

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

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

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

16. Audit Committee Recommendations

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

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

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

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

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

18. Particulars of Employees and Remuneration

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

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees'' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-III (a) and Annexure-III (b) to this Board''s Report.

19. Related Party Transactions

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

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

20. Particulars of Loans, Guarantees and Investments

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

21. Annual Return

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

22. Auditors and Auditor''s Report

Statutory Audit Report

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

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

Secretarial Audit Report

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

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

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

Internal Auditors

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

Cost Records and Cost Audit Report

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

Reporting of frauds by auditors

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

23. Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (NonBanking Financial Company- Scale Based Regulation) Directions, 2023 (the ''Master Directions'') which now supersedes the existing NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

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

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

24. Internal Control Systems and adequacy of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

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

25. Business Risk Management

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

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

26. Vigil Mechanism

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

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or

suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company on www.kalyancapitals.com.

27. Management''s Discussion and Analysis

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

28. Corporate Governance Report

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

29. Code of Conduct for Prevention of Insider Trading

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

Corporate Social Responsibility

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

30. Secretarial Standards

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

31. Proceeding under the Insolvency and Bankruptcy Code, 2016

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

32. Significant/Material orders Passed by the Regulators

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

33. Stock Exchange Listing

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

34. RBI Compliance

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

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

Particulars	As at 31st March, 2024	As at 31st March, 2023
Tier I CRAR	17.87%	21.59%
Tier II CRAR	0.22%	0.27%
Capital to Risk Weightage Ratio	9.04%	10.93%
(CRAR)

Disclosures required under the Non-Systemically Important Non-Banking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

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

35. Policy on Prevention of Sexual Harassment of Women at Workplace

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

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

36. General

Your Board of Directors confirms that:

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/Directors; and

c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

37. Directors'' Responsibility Statement

Pursuant to the provisions of the Section 134(3) (C) and 134(5) of the Companies Act,

2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2024 and of the profit and loss of the Company for the Financial Year ended 31^st March,2024;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Acknowledgement

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

By the Order of the Board

Date: 29.08.2024

Place: Sahibabad For KALYAN CAPITALS LIMITED For KALYAN CAPITALS LIMITED

Sd/- Sd/-

Sanjeev Singh Sunil Kumar Malik

DIN:00922497 DIN:00143453

Director Director

---

Mar 31, 2023

The Board of Directors hereby submits the 39^th Annual Report of the business and operations of your Company ("the Company" or "KCL"), along with the audited financial statements, for the financial year ended March 31^st, 2023. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highligh ts

The Financial performance of your Company for the year ended 31^st March, 2023 is summarized below:

	Standalone for the		Consolidated for the
Particulars	Financial Year ended		Financial Year ended
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Revenue from Operations	1513.84	408.85	1985.05	969.11
Other Income	1.34	0.58	25.38	3.84
Total Income	1515.18	409.43	2010.43	972.96
Less: Employee Benefits Expenses	30.67	20.91	53.54	45.26
Less: Other Expenses	30.78	18.42	73.30	48.13
Profit Before Finance Cost, Depreciation & Taxes	1453.73	352.49	1883.59	7.98
Less: Finance Cost	1205.69	279.27	1331.82	451.53
Less: Depreciation and Amortization	30.18	19.29	32.66	23.78
Profit/ Loss Before Tax	217.87	53.93	507.35	322.86
Less: Current Tax	56.84	15.71	123.36	75.40
Add: Income tax provision written off	-	-	3.65	-
Less: Deferred Tax	-6.60	-3.40	-11.46	-9.31
Profit/ Loss After Tax	167.63	41.62	399.10	256.77
Other Comprehensive Income	1.88	-0.09	2.41	1.34
Total Comprehensive Income	169.51	41.52	401.52	258.11
Earnings per Share (Basic) (Rs.)	1.08	0.49	2.57	3.04
Earnings per Share (Diluted) (Rs.)	1.08	0.49	2.57	3.04

2. Company Performance Overview

During the Financial Year under review, the total revenue from operations of the Company was Rs. 1513.84 Lakhs as against Rs. 408.85 Lakhs in the previous year. The Company earned Net Profit of Rs. 167.63 Lakhs in the current Financial Year as against a profit of Rs. 41.62 Lakhs in the previous Financial Year.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs. 1985.05 Lakhs as against Rs. 969.11 Lakhs in the previous year and Consolidated Net Profit of Rs. 399.10 Lakhs for the Financial Year ended 31^st March, 2023 as against a profit of Rs. 256.77 Lakhs in the previous Financial Year.

4. Capital Structure

During the Financial Year 2022-23 the company had received approval from the members of the Company for sub-division of 1 (One) Equity Share of the Company having a face value of Rs. 10/-(Rupees Ten only) each fully paid up into 5 (Five) Equity Shares having a face value of Rs. 2/- (Rupees Two only) each fully paid up on Record Date February 23^rd, 2023, vide special resolution passed through postal ballot and the results of the same was declared on January 18^th, 2023.

Result of sub division, the Authorized Share Capital was changed from Rs. 11,51,00,000 (Rupees Eleven Crore Fifty-One Lacs Only) divided into 1,15,10,000 (One Crore Fifteen Lacs and Ten Thousand) Equity Share of Rs. 10/- (Rupees Ten only) each to Rs. 11,51,00,000 (Rupees Eleven Crore Fifty-One Lacs Only) divided into 5,75,50,000 (Five Crore Seventy-Five Lacs and Fifty Thousand) Equity Share of Rs. 2/-(Rupees Two only) each.

And the issued, subscribed and paid-up equity share capital was changed from Rs. 10,50,26,210 (Rupees Ten Crore Fifty Lacs Twenty-Six Thousand and Two Hundred Ten Only) divided into 1,05,02,621 (One Crore Five Lacs Two Thousand Six Hundred and Twenty-One Only) Equity Share of Rs. 10/- (Rupees Ten each) to Rs. 10,50,26,210 (Rupees Ten Crore Fifty Lacs Twenty-Six Thousand and Two Hundred Ten Only) divided into 5,25,13,105 (Five Crore Twenty-Five Lacs Thirteen Thousand One Hundred and Five Only) Equity Share of Rs. 2/- (Rupees Two each).

5. Reserves & Surplus

As per Section 45-IC of the Reserve Bank of India Act, 1934 (''RBI Act''), every NBFC is required to transfer a sum not less than twenty percent of its net profit for the year to the ''Statutory Reserve Fund''. Your Company has transferred Rs. 33.53 lacs to the said Reserve.

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended 31st March, 2023.

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

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

Your company has received No Objection Certificate from Reserve Bank of India (RBI) vide letter dated 10^th February, 2023 for the change in name of the company from "Akashdeep Metal Industries Limited" to "Kalyan Capitals Limited" and the same was also approved by the Registrar of Companies. New Certificate of Incorporation in the name of Kalyan Capitals Limited was issued on April 25^th, 2023.

8. Declaration of Dividend

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

9. Subsidiaries/Joint Ventures/Associates

During the year under review, the Company has only one subsidiary i.e., Anmol Financial Services

Limited (AFSL) and the Board of Directors reviewed the affairs of the same. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure I to the Board''s report. The statement also provides details of the performance and financial position of the subsidiary, along with the changes that occurred, during fiscal year 2023.

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

Financial Highlights of Performance of M/s Anmol Financial Services Limited, a Subsidiary Company

Amount in Lakhs

Particulars	For the Financial Year ended 31stMarch, 2023	For the Financial Year ended 31stMarch, 2022
Revenue from Operations	470.09	560.25
Other Income	25.17	3.26
Total Revenue	495.26	563.52
Less: Employee Benefits Expenses	22.87	24.34
Less: Other Expenses	42.52	29.71
Profit Before Finance Cost, Depreciation & Taxes	429.87	509.46
Less: Finance Cost	126.13	172.26
Less: Depreciation & Amortization	2.48	4.49
Less: Impairment of Financial Instruments	11.77	63.80
Profit/Loss Before Tax	289.48	268.92
Less: Current Tax	66.51	59.68
Add: Excess Income tax Provision Written Off	3.65	-
Less: Deferred Tax/Liabilities	(4.86)	(5.92)
Profit/Loss After Tax	231.48	215.16
Other Comprehensive Income	0.53	1.43
Total Comprehensive Income	232.01	216.59
Earnings Per Share (Basic)(Rs.)	3.99	3.71
Earnings Per Share (Diluted) (Rs.)	3.99	3.71

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during the Financial Year 202223.

11. Investor Complaints and Compliance

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

12. Details of Directors and KMP resigned / appointed during the Financial Year 2022-23

During the year under review and as on the date of this report, following are the Directors and KMPs along with the changes among them: -

The Details of Directors and KMP as on March 31^st, 2023 are as Follows: -

Name of the Person	Designation
Mr. Rajesh Gupta	Chairman & Managing Director (KMP)
Ms. Prachi Gupta	Non-Executive Non-Independent Director
Mr. Sanjeev Kumar	Non-Executive Independent Director
Mr. Girish Chadha	Non-Executive Independent Director
Mr. Sunil Kumar Malik	Non-Executive Non-Independent Director
Mr. Rabindra Kumar Das	CEO & Executive Director (KMP)
Ms. Prema Lata Khuntia	Non-Executive Independent Director
Mr. Arun Agarwal	Chief Financial Officer (KMP)
Ms. Isha Agarwal	Company Secretary & Compliance Officer (KMP)

Also, in the opinion of the Board, the Independent Director appointed during the year i.e., Mrs. Prema Lata Khuntia possesses requisite expertise and experience and is the person of high integrity and repute. She fulfills the conditions as specified in the Companies Act, 2013 and the Rules made there under. She is registered with MCA databank for Independent Director and fulfills the requirement of proficiency test within the stipulated time period and is independent of the management.

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

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Arun Agarwal was appointed as the Chief Financial Officer w.e.f. April 19^th, 2022, Ms. Isha Agarwal was appointed as the Company Secretary w.e.f. August 01^st, 2022 and Mr. Rabindra Kumar Das was appointed as the Chief Executive Officer w.e.f. September 21^st, 2022.

12. Declaration given by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

13. Policy on Director''s Appointment and Policy on Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31^st, 2023, the Board had seven members, two of whom is an Executive Director, two Non-Executive Non-Independent Director and three Independent Directors.

The policy of the Company on directors'' appointment and remuneration, including the criteria for

determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the company at www.akashdeepmetal.in.

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

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly review the policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under Section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

14. Details of Board and its Committees

The Board meets at regular intervals to, inter-alia, discuss about the Company''s Policies and strategy apart from other Board matters. The Tentative annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings.

The notice for the Board/Committees Meetings is also given in advance to all the Directors.

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

15. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

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

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

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2022-23 by Nomination and Remuneration Committee in consultation with the Board.

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

expires. The Directors expressed their satisfaction with the evaluation process.

16. Audit Committee Recommendations

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

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

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

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

The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2022-23.

18. Particulars of Employees and Remuneration

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

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees'' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-III (a) and Annexure-III (b) to this Board''s Report.

19. Related Party Transactions

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions that were entered into during the Financial Year with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations, 2015 were on an arm''s length basis and were in the ordinary course of business and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 31 of the financial statements in accordance with INDAS 24.

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

20. Particulars of Loans, Guarantees and Investments

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

21. Annual Return

In accordance with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31^st, 2023 is available on the Company''s website and can be accessed at

https://www.akashdeepmetal.in/Reports/Draft MGT 7%202023.pdf

22. Auditors and Auditor''s Report

Statutory Audit Report

At the 35^th Annual General Meeting of the Company, M/s T.K. Gupta & Associates, Chartered Accountants (FRN: 011604N) were appointed as Statutory Auditors of the Company for a period of 5 years.

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

Secretarial Audit Report

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Hemant Kumar Sajnani & Associates, Company Secretaries (M. No.: FCS 7348; COP: 14214) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31^st, 2023, is annexed to this Report as "Annexure-IV".

The Secretarial Auditor''s Report for the Financial Year 2022-23, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

Anmol Financial Services Limited has become a material subsidiary of the Company, based on the Audited Financial Statements for the Financial Year 2022-23, therefore the provision relating to the Secretarial Audit of material subsidiary as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is applicable and Secretarial Audit Report of the aforementioned Company is annexed to this Report as "Annexure- IV A."

Internal Auditors

M/s. RGAR & Associates, Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the audit committee from time to time.

Cost Records and Cost Audit Report

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

Reporting of frauds by auditors

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

23. Internal Control Systems and adequacy of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

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

24. Business Risk Management

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

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

25. Vigil Mechanism

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

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

26. Management''s Discussion and Analysis

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

27. Corporate Governance Report

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

28. Code of Conduct for Prevention of Insider Trading

Your Company''s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to Unpublished Price Sensitive Information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s) /promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of Unpublished Price Sensitive Information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same can be accessed on company''s website at www.akashdeepmetal.in.

29. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the Financial Year ended 31^st March, 2023.

30. Secretarial Standards

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

31. Proceeding under the Insolvency and Bankruptcy Code, 2016

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

32. Significant/Material orders Passed by the Regulators

The Reserve Bank of India (RBI) vide its letter dated 2^nd June, 2022 accorded its permission to your company for the change in control and management w.r.t. acquirer Mr. Sunil Kumar Malik, acquisition

of 1,50,000 (One Lakh & Fifty Thousand only) equity shares by Mr. Sunil Kumar Malik from existing shareholder Mr. Rajesh Kumar Gupta and Fresh allotment of 20,00,000 (Twenty Lakhs only) equity shares of Rs. I0/- (Rupees Ten only) each to Mr. Sunil Kumar Malik.

33. Stock Exchange Listing

The Company''s shares are listed on BSE Limited and your Company has paid the annual listing fees for the Financial Year 2022-23.

34. RBI Compliance

The Company is registered with the RBI as a Non-Systemically Important Non-Deposit taking - NonBanking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time to time.

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

Particulars	As at 31st March, 2023	As at 31st March, 2022
Tier I CRAR	19.00%	9.77%
Tier II CRAR	0.17%	0.25%
Capital to risk weightage ratio (CRAR)	19.17%	10.02%

Disclosures required under the Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

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

35. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. During the Financial Year 2022-2023:

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

36. General

Your Board of Directors confirms that:

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/Directors; and

c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

37. Directors'' Responsibility Statement

Pursuant to the provisions of the Section 134(3) (C) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the Financial Year ended 31^st March, 2023, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2023 and of the profit and loss of the Company for the Financial Year ended 31^st March,2023;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Acknowledgement

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

By the Order of the Board For KALYAN CAPITALS LIMITED

Sd/-

Rabindra Kumar Das

Date: 07.08.2023 CEO & Director

Place: Delhi DIN:00233306

For KALYAN CAPITALS LIMITED Sd/-

Sunil Kumar Malik

Director

DIN:00143453

---

Mar 31, 2018

The Directors have immense pleasure in presenting the 34^th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March 2018.

1. Financial Highlights

The financial performance of your Company for the year ended 31^st March 2018 is summarized below:-

Particulars	For the Year ended 31st March 2018	For the Year ended 31st March 2017
Revenue from Operations	423,090,850	409,624,809
Other Income	-	-
Total Revenue	423,090,850	409,624,809
Less: Purchases	418,805,310	405,628,864
Less: Employee Benefits Expenses	1,030,225	1,008,545
Less: Other Expenses	16,00,572	605,773
Profit Before Finance Cost, Depreciation & Taxes	16,54,743	23,81,627
Less: Finance Cost	119,420	302,000
Less: Depreciation and Amortization	21,386	45,608
Profit/ Loss Before Tax	1,513,937	2,034,019
Less: Current Tax	545,014	635,443
Less: Deferred Tax	(130,436)	1,365
Profit/ Loss After Tax	1,099,359	1,397,211
Earnings per Share (Basic) (Rs.)	0.31	0.45
Earnings per Share(Diluted) (Rs.)	0.31	0.45

2. State of Company’s Affairs

During the year under review, the total income of the Company was Rs. 4,230.91 Lakhs as against Rs. 4,096.25 Lakhs in the previous year. The Company earned Net profit of Rs. 10.99 Lakhs in the current financial year as against a profit of Rs. 13.97 Lakhs in the financial year 2016-17. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs 4,594.51 Lakhs for the year ended 31^st March, 2018 and Consolidated Net Profit of Rs 135.78 Lakhs.

4. Capital Structure

During the year under review, Authorised Share Capital of your Company was increased from Rs 3,25,00,000 (Rupees Three Crores Twenty Five Lakhs only) divided into 32,50,000 (Thirty Two Lakhs Fifty Thousands) Equity Shares of Rs 10 (Rupees Ten) each to Rs 8,51,00,000 (Rupees Eight Crores Fifty One Lakhs) divided into 85,10,000 (Eighty Five Lakhs Ten Thousands) Equity Shares of Rs 10 (Rupees Ten) each on 23^rd September, 2017.

During the Year under review, your Company has make Preferential allotment of Rs 5,40,41,210 ( Rupees Five Crores Forty Lakhs Forty One Thousand Two Hundred and Ten only) divided into 54,04,121 ( Fifty Four Lakhs Four Thousands One Hundred and Twenty One) Equity Shares of Rs 10 (Rupees Ten) each on 27^th February, 2018.

Upon Preferential Allotment, Paid up Share Capital of your Company was increased from Rs 3,09,85,000 (Rupees Three Crores Nine Lakhs Eighty Five Thousands only) divided into 30,98,500 (Thirty Lakhs Ninety Eight Thousands Five Hundred) Equity Shares of Rs 10 (Ten each) to Rs 8,50,26,210 ( Rupees Eight Crores Fifty Lakhs Twenty Six Thousand Two Hundred and Ten only) divided in to 85,02,621 (Rupees Eight Five Lakhs Two Thousands Six Hundred Twenty One) Equity Shares of Rs 10 (Rupees Ten) each.

5. Reserves & Surplus

Your Company has transferred the following sum to the Reserves for the financial Year ended March 31, 2018:

Statutory Reserve Fund (SRF) @ 20 % of Net profit under Section 45 -IC of the RBI Act, 1934:	Rs.2,19,872/- provided towards Statutory Reserve Fund
Transfer to Reserves	Rs. 8,79,487/-

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the financial year ended 31st March, 2018.

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

1) Mr. Rajesh Gupta and his PACs have proposed for Change in Control and to act as Promoter and Promoter Group of Akashdeep Metal Industries Limited by Letter of Offer dated February 22, 2018. However, the final report for Change in Control has been filled by Manager to Offer on 2nd April, 2018. Hence from F.Y 2018-19 on wards Mr. Rajesh Gupta and his PACs shall be categorized as Promoter and Promoter Group.

2) There has been significant change in control and management of the company. Mr. Rajesh Gupta (Managing Director), Mrs. Prachi Gupta and Mr. Yash Pal Gupta (Additional Non Executive Director), Mr. Rajiv Tandon (Chief Financial Officer) and Mr. Ankit (Company Secretary & Compliance Officer) has been appointed for their respective position in the Company. Further, Mr. Surendra Kumar Jain (Managing Director), Mr. Deepak Kumar Jain (Chairman & Director), Mrs. Kavita Jain (Director), Mr. Atul Aggarwal and Mr. Saurabh Madan (Independent Director), Mrs. Nidhi Jain (Chief Financial Officer) and Ms. Sarita Pandey (Company Secretary & Compliance Officer) tendered their resignation from their respective post in the Company w.e.f 2^nd May,2018.

3) The Registered Office of the company has been shifted from 100, Vaishali Pitampura , Delhi - 110034 to 14, Dayanand Vihar, Backside Ground Floor , Vikas Marg Extn. , Delhi - 110092 w.e.f 2^nd May, 2018.

8. Dividend

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

9. Subsidiaries/Joint Ventures/Associates

During the year under review, M/s Anmol Financial Services Limited became wholly owned subsidiary of the Company w.e.f 27^th February, 2018. Company did not have any Joint Ventures and Associates .Further, a statement containing the salient features of the financial statement of Subsidiary company in the prescribed format AOC-1 is appended as “Annexure I” to the Boards report.

Financial Highlights of Performance of M/s Anmol Financial services Limited, a Wholly Owned Subsidiary of the Company

Particulars	For the Year ended 31st March 2018	For the Year ended 31st March 2017
Revenue from Operations	36,359,811.42	24,791,051.98
Other Income	10,655,094.51	16,180,021.83
Total Revenue	47,014,905.93	40,971,073.81
Less: Employee Benefits Expenses	2,195,505.00	3,633,845.00
Less: Other Expenses	11,703,303.15	11,507,858.69
Profit Before Finance Cost, Depreciation & Taxes	33,116,097.78	25,829,370.12
Less: Finance Cost	13,759,050.99	15,214,373.68
Less: Depreciation and Amortization	1,009,080.58	1,202,922.71
Profit/ Loss Before Tax	18,347,966.21	9,412,073.74
Less: Current Tax	4,92,4005.00	1,311,633.00
Less: Deferred Tax/ Liabilities	3,794.88	702,242.30
Profit/ Loss After Tax	13,427,756.09	7,398,198.44
Earnings per Share (Basic) (Rs.)	2.31	1.28
Earnings per Share(Diluted) (Rs.)	2.31	1.28

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during the financial year 2017-18.

11. Details of Directors and KMP appointed/ resigned during the Year

During the year under review, Mr. Ram Pal Kasana who was appointed as an additional Independent Director in the Board meeting dated 14^th July, 2017 was regularized as Independent Director of the Company in the AGM held on 26^th September, 2017.

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

12. Declaration of Independence by the Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section149(6) of the Companies Act, 2013. The Independent Directors have also confirmed that they have complied with the code for Independent Directors.

13. Number of Meetings of the Board of Directors and Committee Meetings

I. Board Meetings

There were 9 (Nine) Meetings were held by Board of Directors during the Financial Year 2017-18. Date of the Board meeting is here as under:

Sl. No.	Date of the Board Meeting	Sl. No.	Date of the Board Meeting
1)	29/05/2017	2)	14/07/2017
3)	31/07/2017	4)	10/08/2017
5)	28/08/2017	6)	03/11/2017
7)	08/02/2018	8)	21/02/2018
9)	27/02/2018

Number of Meeting attended by the Board of Directors

Sl. No.	Name of Director	No. of Board Meetings Attended
1.	Mr. Surendra Kumar Jain	9
2.	Mr. Deepak Kumar Jain	9
3.	Mrs. Kavita Jain	9
4.	Mrs. Shallu Jain	9
5.	Mr. Atul Aggarwal	9
6.	Mr. Saurabh Madan	3
7.	Mr. Ram Pal Kasana	7

II. Audit Committee Meeting

There were 4 (Four) Meetings were held by the members of Audit Committee during the Financial Year 2017-18. Date of the Audit Committee meeting is here as under:

Sl. No.	Date of the Meeting
1)	24/05/2017
2)	09/08/2017
3)	02/11/2017
4)	07/02/2018

Number of Meeting attended by the Members of Audit Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mrs. Shallu Jain	Chairperson	4
2.	Mr. Atul Aggarwal	Member	4
3.	Mr. Surendra Kumar Jain	Member	4

III. Nomination and Remuneration Committee Meeting

There were 4 (Four) Meetings were held by the members of Nomination and Remuneration Committee during the Financial Year 2017-18. Date of the Nomination and Remuneration Committee meeting is here as under:

Sl. No.	Date of the Meeting
1)	24/05/2017
2)	14/07/2017
3)	02/11/2017
4)	07/02/2018

Number of Meeting attended by the Members of Nomination and Remuneration Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mrs. Shallu Jain	Chairperson	4
2.	Mr. Atul Aggarwal	Member	4
3.	Mr. Deepak Kumar Jain	Member	4

IV. Stakeholders Relationship Committee Meeting

There were 4 (Four) Meetings were held by members of Stakeholders Relationship Committee during the Financial Year 2017-18. Date of the Stakeholders Relationship Committee meeting is here as under:

Sl. No.	Date of the Meeting
1)	10/04/2017
2)	10/07/2017
3)	07/10/2017
4)	08/01/2018

Number of Meeting attended by the Members of Stakeholders Relationship Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mrs. Shallu Jain	Chairperson	4
2.	Mr. Atul Aggarwal	Member	4
3.	Mr. Surendra Kumar Jain	Member	4

14. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

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

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

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2017-18 by Nomination and Remuneration Committee in consultation with the Board.

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

15. Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other Employees

In accordance with Section 178 of the Companies Act, 2013 read with the rules mentioned there under and the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Policy includes criteria for determining positive attributes, qualifications, independence of a director, Board diversity, remuneration and other matters provided u/s 178(3).

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors, Key Managerial Personnel etc and other matters is put on the Company’s Website and may be accessed at www.akashdeepmetal.in

16. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination and Remuneration Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mrs. Shallu Jain- Chairperson

2. Mr. Atul Aggarwal-Member

3. Mr. Surendra Kumar Jain-Member

Stakeholders Relationship Committee:

1. Mrs. Shallu Jain- Chairperson

2. Mr. Atul Aggarwal-Member

3. Mr. Surendra Kumar Jain-Member

Nomination and Remuneration Committee

1. Mrs. Shallu Jain- Chairperson

2. Mr. Atul Aggarwal-Member

3. Mr. Deepak Kumar Jain-Member

* the composition of the Committees mentioned above has been changed w.e.f 02^nd May, 2018 due to Change in Management of the Company.

17. Audit Committee Recommendations

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

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

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

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

The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2017-18.

19. Particulars of Employees and Remuneration

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as Annexure-II (a).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure-II (b) to this Report.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval .Prior Omnibus approval of Audit committee has been obtained for transactions which are of repetitive nature.

Details of Related Party Transactions prescribed under clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 entered into by the company during the year are annexed in Form AOC-2 as Annexure-III.

For Further Details, your attention is drawn to the Related Party disclosures set out in Note no.23 of the Financial Statements.

21. Particulars of Loans, Guarantees and Investments

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

22. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 an extract of the Annual Return in MGT 9 are placed on the website of the Company www.akashdeepmetal.in.

23. Auditors and Auditor’s Report

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

Further, since the Auditors have not reported any instances involving Fraud in their Audit Report, the particulars as prescribed under Section 134(3) (ca) of the Companies Act, 2013 have not been provided.

* Ratification of the appointment of Auditor in every Annual General Meeting as per first proviso to sec 139 of the Companies Act, 2013 has been omitted as per the notification of Companies (Amendment) Act, 2017 w.e.f 7th May, 2018.*

24. Secretarial Audit Report

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Jaiswal & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed to this Report as “Annexure-IV”

The Secretarial Auditor’s Report for the financial year 2017-18, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

25. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of section 138 of the Companies Act, 2013, M/s Shiv Saroj & Associates, Chartered Accountants has been appointed as the Internal Auditors of your Company. The Internal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organization’s governance processes.

26. Risk Management

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

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

27. Cost Records and Cost Audit Report

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

28. Vigil Mechanism

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

Pursuant to Section 177(9) of the Companies Act, 2013 a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company on www.akashdeepmetal.in.

29. The Management Discussion and Analysis Report

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

30. Corporate Governance Report and Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance in terms of Clause C and E of Schedule-V of the SEBI (LODR) Regulations, 2015

As per provisions of Regulation 15(2) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17,18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange.

Since, Your Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply on the Company and it does not form part of the Annual Report for the Financial Year-2017-18 and Certification from auditors or practicing company secretaries regarding compliance of conditions of corporate governance are also not required to be annexed with the Annual Report.

31. Code of Conduct for Prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company’s website-www.akashdeepmetal.in.

32. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the financial year ended 31^st March 2018.

33. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

34. Disclosures required under the Non-Systemically Important Non-Banking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015

There was no auction conducted by the Company during the financial year in respect of defaulter in any loan accounts.

35. General

Your Board of Directors confirms that-

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/Directors; and

c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

36. Directors’ Responsibility Statement

Pursuant to the provisions of the Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March 2018, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March 2018 and of the profit and loss of the Company for the financial year ended 31st March 2018;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

37. Stock Exchange Listing

During the Year under review, your Company has make Preferential allotment of 54,04,121 ( Fifty Four Lakhs Four Thousands One Hundred and Twenty One) number Equity Shares of Rs 10 (Rupees Ten) each on 27^th February, 2018 and listed these securities on BSE on 21^st May, 2018 and got the trading approval on 20^th June, 2018.

The annual listing fees for the financial year 2017-18 have been paid to BSE where the shares of the Company are listed.

38. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed off during the financial year 2017-2018:

No. of Complaints received : Nil

No. of Complaints disposed off : Nil

39. Acknowledgement

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

By the Order of the Board

For Akashdeep Metal Industries Limited

Rajesh Gupta Yash Pal Gupta

Managing Director Director

DIN: 00006056 DIN: 00013872

Date: September 01, 2018 Add: 25, Hargovind Enclave, Add: 306 Jagriti Enclave,

Place: Delhi Delhi-110092 Delhi-110092

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2014.

Financial Highlights

Particulars Amount (Rs. in lacs) FY 2013-2014 FY 2012-2013

Revenue from Operation 1,095.87 3.41

Other Income 0.02 -

Total Revenue 1,095.89 3.41

Total Expenditure 1,090.46 2.36

Profit before tax 5.43 1.05

Provision for tax 1.62 0.32

Deferred Tax 0.05 -

Profit after tax 3.75 0.72

EPS (Rs.) 1.46 0.29

Transfer to Statutory Reserve 0.75 0.14

Paid-up Share Capital 309.85 24.85

Year in retrospect

During the year under review, total income of the Company was Rs. 1,095.89 lacs as against Rs. 3.41 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3.75 lacs in the current financial year as against a profit of Rs. 0.72 lacs in the financial year 2012- 2013. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March 2014 and the date of this report.

Dividend

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

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956 and applicable RBI regulations.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo _

The Company is a non banking financial Company and most of the details as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

(a) Conservation of Energy N.A.

(b) Foreign Exchange Earnings Nil

(c) Foreign Exchange Outgo Nil

(d) Technology Absorption N.A.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

After the last Annual General Meeting, Mr. Vibhor Kumar Jain and Ms. Nidhi Jain ceased to be director of the Company due to his resignation. Ms. Shallu Jain, Mr. Atul Aggarwal and Mr. Saurabh Madan were appointed as an independent Director of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mrs. Kavita Jain is liable to retire by rotation and being eligible offer herself for re-appointment. Directors recommend their re- appointment.

Committees of the Board of Directors

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

I. Audit Committee

Name of the Director Category

Ms. Shallu Jain Chairman

(Non Executive Independent) Mr. Atul Aggarwal Member

(Non Executive Independent) Mr. Surendra Kumar Jain Member

(Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Surendra Kumar Jain Member (Promoter & Executive)

III. Stakeholders Relationship Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Surendra Kumar Jain Member (Promoter & Executive)

Auditors

M/s Prakash & Santosh, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Limited (DSE). The listing fee for the financial year 2014-2015 has been paid to the stock exchanges.

Acknowledgement

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

For and on Behalf of the Board For Akashdeep Metal Industries Limited

Surendra Kumar Jain Deepak Kumar Jain Date: 11th August 2014 Chairman cum Director Managing Director Place: Delhi DIN: 00097859 DIN: 00098116

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Nineth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Particulars Amount in Rupees

31-03-2013 31-03-2012

Incomes 3,41,103 1,55,738

Expenses 2,36,458 1,88,130

Profit/(Loss) for the year 1,04,645 (32,392)

Provision for Income Tax 32,263 Nil

Deferred Tax 26 29

Profit/(Loss) after tax 72,356 (32,421)

Profit B/F previous year 6,29,360 6,62,381

Balance carried to balance sheet 7,01,391 6,29,360

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Deepak Kumar Jain & Mrs. Kavita Jain, Directors of the Company retire by rotation at the conclusion of 29th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Director''s Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of Directors) Rules 1988 is set below:-

a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2013 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 25th June 2013 Surendra Kumar Jain Chairman & Managing Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS

Particulars Amount in Rupees

31.03.2012 31.03.2011

Incomes 1,55,738 9,61,888

Expenses 1,88,130 9,37,255

Profit/Loss for the year (32,392) 24,633

Provision for Income Tax Nil 7,583

Deferred Tax 29 29

Profit/Loss after tax (32,421) 17,021

Profit B/F previous year 6,62,381 6,49,860

Balance carried to balance 6,29,360 6,62,381 sheet

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vibhor Kumar Jain & Mrs. Nidhi Jain, Directors of the Company retire by rotation at the conclusion of 28th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Director''s Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to provisions of section 217 (1) (e) of the Companies Act, 1956 read with theCompanies (Disclosure ofparticulars in the report of board of Directors) Rules 1988 is set below:-

a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2012 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 28th June 2012 Surendra Kumar Jain Chairman & Managing Director

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Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

Particulars Amount in Rupees 31-03-2011 31-03-2010

Incomes 9,61,888 10,63,436

Expenses 9,37,256 10,47,958

Profit for the year 24,633 15,477

Provision for Income Tax 7,583 4,748

Deferred Tax 29 31

Profit after tax 17,021 10,698

Profit B/F previous year 6,49,860 6,39,162

Balance carried to balance sheet 6,58,978 6,49,860

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Deepak Kumar Jain & Mrs. Kavita Jain, Directors of the Company retire by rotation at the conclusion of 27th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Director''s Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO _ As the Company did not carry any manufacturing activity during the year under review, the information as required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy & technology absorption have not been commented upon. The Company did not earn/remit any foreign exchange during the year under review.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2011 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any: ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 14th June 2011 Surendra Kumar Jain Chairman & Managing Director