Directors Report of Kalyani Cast-Tech Ltd.

Mar 31, 2025

The Board of Directors of the Company have great pleasure in presenting the 13 ^th Boards’ Report of
the Company together with Audited Financial Results for the year ended March 31, 2025. This report
states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial
Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable
to the Company.

? FINANCIAL HIGHLIGHTS:

The highlight of the Standalone and Consolidate financial performance of the Company for the year
ended March 31, 2025 is summarized as follows:

Standalone FY 2024-2025 (Amt in INR Lakhs)

S. No.	PARTICULARS	Period ended 31st March 2025	Period ended 31st March 2024
I	Incomes
a)	Revenue from Operations	13922.29	9447.71
b)	Other Income	66.41	63.64
	Total Income	13988.70	9511.35
II	EXPENSES
a)	Cost of Material Consumed	10871.15	7408.29
b)	Changes in Inventories of finished goods, Work in Progress and Stock in Trade	219.93	94.11
c)	Employee Benefit Expenses	397.87	291.46
d)	Finance Cost	17.82	16.61
e)	Depreciation and Amortization Expense	103.70	80.20
f)	Other Expenses	470.37	303.59
	Total Expenses	12080.86	8194.27
III	Profit Before Tax	1907.84	1317.08
IV	Tax Expenses
a)	Current Tax	490.02	335.51
b)	Deferred Tax Expense/ (Income)	4.46	1.37
c)	Previous Period’s Tax Adjustment	2.13	20.01
	Total Taxes	483.44	356.88
V	Profit After Taxes	1424.40	960.21
Earnings per Equity Share of INR 10.00 each			(IN RUPEES)
a)	Basic	19.84	16.43

b)

Diluted

19.84

16.43

Consolidated FY 2024-2025 (Amt in TNR Lakhs)

S. No.	PARTICULARS	Period ended 31st March 2025	Period ended 31st March 2024
I	Incomes
a)	Revenue from Operations	13922.29	9447.71
b)	Other Income	66.40	63.64
	Total Income	13988.69	9511.35
II	Expenses
a)	Cost of material Consumed	10817.15	7409.23
b)	Changes in Inventories of finished goods, Work in Progress and Stock in Trade	214.00	91.39
c)	Employee Benefit Expenses	417.05	291.75
d)	Finance Cost	17.82	16.61
e)	Depreciation and Amortization Expense	108.70	80.22
f)	Other Expenses	501.46	306.67
	Total Expenses	12076.18	8195.87
III	Profit Before Tax	1912.51	1315.48
IV	Tax Expenses
a)	Current Tax	492.63	335.51
b)	Deferred Tax Expense/ Income	(4.54)	1.39
c)	Previous Period’s Tax Adjustment	(2.13)	20.01
	Total Taxes	485.96	356.90
V	Profit After Taxes	1426.55	958.58
Earnings per Equity Share of INR 10.00 each			(tn Rupees)
a)	Basic	19.85	16.42
b)	Diluted	19.85	16.42

? OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned a total revenue from operations of Rs. 13922.29
Lakhs for the year ended March 31, 2025, as against Rs. Rs. 9447.71 Lakhs in the previous financial
year. The Company has recorded a profit (PBT) of Rs. 1907.84 Lakhs for the year ended March 31,
2025 as compared to Rs. 1317.08 Lakhs in the previous financial year. The Profit/ (Loss) after Tax
(PAT) for the year ended March 31, 2025 stood at Rs. 1424.40 Lakhs as compared to Rs. 960.21 Lakhs
in the previous financial year. Earnings per share (EPS) for the financial year 2024-25 is Rs. 19.84,
showing an increase from the previous year''s Rs. 16.43.

The increase in profits can be attributed to the enhanced performance of the company. The Board
assures stakeholders that the management is fully committed to implementing comprehensive strategies
aiming at maximizing the company''s profitability.

? DECLARATION OF DIVIDEND

You Company does not recommend any dividend for the year under review and profit ploughed back
for then business.

? TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
(“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid
Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend
to the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

? TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provision of section 134(3)(j) of the Companies Act, 2013, Rs. 1424.40 Lakhs were
transferred, being the Profit of the period to the general reserves account of the Company during the
year under review. The company has a closing balance of Rs. 5741.73 Lakhs as Reserves and Surplus
as on March 31, 2025.

? CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of wide product range of castings, including
finished components and are specialists in various types of cargo containers viz ISO containers 20’, 40’
and other special containers including dwarf containers, cubiod containers , special containers for parcel
cargo, containers for two & three wheelers as per International Standards.

During the year, Your Company has not changed its business or object and continues to be in the same
line of business as per main object of the company.

? MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT
RELATES AND THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the date of the Balance Sheet and the date of this Report.

? SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations in future.

? DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended
from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi)
of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not
required to be given.

? CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 8,00,00,000/- (Rupees
Eight Crore) divided into 8,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 7,18,05,000/- (Rupees Seven Crore
Eighteen Lakh Five Thousand Only) divided into 71,80,500 Shares of Rs. 10/- each.

The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange
(“BSE”)

? DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY
AND JOINT VENTURES:

The company have One (1) Subsidiary Company. The Company do not have any Associate Company,
or Joint Venture as on March 31, 2025. Nor any company ceased to be a Holding, Subsidiary, Associate
Company or Joint Venture during the period under review.

01. KMT ENGINEERING PRIVATE LIMITED incorporate on 17^th February, 2024

? LISTING OF SHARES:

The Company’s equity shares are listed on SME platform of Bombay Stock Exchange of India Limited
with Symbol KALYANI. The Company is regular in payment of Annual Listing Fees. The Company
has paid Listing Fees up to the year 2025-26.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31^st March 2025.

Sr. No.	Name	DIN	Designation
1.	Mr. Naresh Kumar	03302133	Chairman & Managing Director
2.	Mr. Devender Kumar	08065475	Non-Executive Director
3.	Ms. Jayashree Kumar	02933321	Whole Time Director
4.	Mr. Kumar Sharat Chandra	09713628	Independent Director
5.	Mr. Sanjeev Negi	09713620	Independent Director
6.	Mr. Amit Kumar	NA	CFO
7.	Mr. Pankaj Kumar	NA	Company Secretary

*During the Financial Year 2024-25 there were no changes in the composition of the board.

INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been registered under the Independent Directors
Databank maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company
has received individual declarations from all the Independent Directors confirming that they fulfil the
criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director
who are required to undertake the online proficiency self-assessment test as contemplated under Rule
6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to
perform the test within time limit stipulated under the act.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE¬
APPOINTED

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such
of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves
for re-appointment at every AGM. Pursuant to the provisions of Section 152 of the Companies Act,
2013, Mr. Devender Kumar (DIN: 08065475), Non-Executive Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered herself to be re¬
appointed as Non-Executive Director of the Company.

The Board recommends the re-appointment of Mr. Devender Kumar (DIN: 08065475), Non-Executive
Director of the Company liable to retire by rotation. Brief profile of the directors seeking
appointment/re-appointment and other details has been given in “Annexure-I” of the notice of the
ensuing AGM.

? BOARD AND COMMITTEE MEETING:

BOARD MEETINGS DURING THE FINANCIAL YEAR 2024-25

The Board meets at regular intervals to discuss and take a view of the Company’s policies and strategy
apart from other Board matters. The Board of Directors met 10 times during the financial year ended
March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder. The intervening gap between two Board Meeting was within the period prescribed under
the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for
all the Meetings and Directors of the Company actively participated in the meetings and contributed
valuable inputs on the matters brought before the Board of Directors from time to time.

S. No.	Date of Meeting	S. No.	Date of Meeting
1	27.05.2024	6	14.11.2024
2	15.07.2024	7	08.01.2025
3	01.08.2024	8	09.01.2025
4	31.08.2024	9	16.01.2025
5	30.09.2024	10	20.03.2025

Attendance of Directors in the Board Meeting:

Name of Directors	No. of Board Meetings
	Entitled to attend	Attended
Mr. Naresh Kumar	10	10
Mr. Devender Kumar	10	10
Ms. Jayashree Kumar	10	10
Mr. Sanjeev Negi	10	07
Mr. Kumar Sharat Chandra	10	07

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees to effectively deliberate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

NUMBER OF COMMITTEE MEETING:

During the financial year 2024-25, the Audit Committee convened 5 (Five) times to deliberate on crucial
financial matters and ensure compliance with regulatory standards. The Stakeholders Relationship
Committee meeting was held 1 (once) during the year to address stakeholder concerns and enhance
stakeholder engagement. Furthermore, the Nomination and Remuneration Committee convened 03
(Three) times to assess the performance of the board and carry out appointment and remuneration-
related discussions. The active collaboration of committee members led to impactful discussions and
valuable insights during these meetings.

Furthermore, to uphold regulatory requirements, the Independent Directors convened a separate
meeting on March 20, 2025, complying with the provisions outlined in Schedule IV of the Companies
Act, 2013, and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. This proactive approach underlines our commitment to governance and
transparency.

I. Audit Committee:

The composition of the Audit Committee has been precisely structured to align with the requirements
outlined in Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement, and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
members of the Audit Committee collectively possess substantial financial and accounting expertise,
ensuring a high level of proficiency within the committee. The committee is comprised of 3 members,
and the Company Secretary is the Secretary of the committee.

The detail of the composition of the Audit Committee along with their meetings held/ attended is as

follows''

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Sanjeev Negi	Chairman	5	5
2	Kumar Sharat Chandra	Member	5	5
3	Naresh Kumar	Member	5	5

During the year under review, meetings of Audit Committee were held on the following dates:

S. No.	Date of Meeting
1	27.05.2024
2	31.08.2024
3	30.09.2024
4	14.11.2024
5	16.01.2025

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by
the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178
of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess
sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the
Secretary and Compliance Officer of the Committee.

The detail of a composition of the Nomination & Remuneration Committee along with their meetings
held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Sanjeev Negi	Chairman	3	3
2	Mr. Kumar Sharat Chandra	Member	3	3
3	Mr. Devender Kumar	Member	3	3

During the year under review, meetings of Nomination& Remuneration Committee were held on:

31.08.2025	30.09.2024
14.11.2024

IV. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies
Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all
grievances connected with the Company’s transfer of securities and Redressal of shareholders /
Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in
below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail
of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Kumar Sharat Chandra	Chairman	1	1
2	Mr. Sanjeev Negi	Member	1	1
3	Ms. Jayashree Kumar	Member	1	1

During the year under review, meetings of Stakeholder Relationship Committee were held on 20^th
March, 2025.

? FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company’s procedures and practices, the website link is
https://kalyanicasttech.com.

? PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried out annual performance evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee, experience and expertise, performance of specific duties and
obligations etc. were carried out. The Board and the Nomination and Remuneration Committee
reviewed the performance of the Individual Directors including Independent Directors on the basis of
the criteria and framework adopted by the Board. Further, the performance of Board as a whole and
committees were evaluated by the Board after seeking inputs from all the Directors on the basis of
various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a
separate meeting of Independent Directors, the performance of Non- Independent Directors,
performance of Board as a whole and performance of the Chairman was evaluated, taking into account
the views of the Executive Directors and Non-Executive Directors.

? DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013,
to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2025 the
applicable accounting standards have been followed and there is no material departure from the
same;

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of financial year and of the profit of the company
for the financial year ended on 31st March, 2025;

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

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

e. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively and;

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

? CORPORATE GOVERNANCE REPORT:

Since the company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by
virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and
clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to
Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate
Governance Report does not form a part of this Board Report, though we are committed for the best
corporate governance practices.

? CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an
annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during
previous year is required to constitute a CSR Committee.

Kalyani Cast-Tech Limited falls in any of the above criteria during the year 2024-25. Company has
constituted CSR Committee. The Company held CSR Committee meeting on 27.05.2024 and
20.03.2025. Details Composition of CSR Committee is as follows:

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Sanjeev Negi	Chairman	2	2
2	Mr. Naresh Kumar	Member	2	2
3	Ms. Jayashree Kumar	Member	2	2

The Company has CSR Policy in place and it is available at the website of Company i.e.
www.kayanicasttech.com . The annual report of CSR activities is annexed herewith as “Annexure II”
to this report.

? PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees or invested any securities as per the provisions
of Section 186 of the Companies Act, 2013.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined
under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm’s length
basis. During the year the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Further, all
related party transactions entered into by the Company are placed before the Audit Committee for its
approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to
the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing
Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also
available on Company’s Website at https://kalyanicasttech.com.

The particulars of the contracts or arrangements entered into by the Company with related parties as
referred to in Section 134 (3) (h) read with section 188(1) of the Act and rules framed thereunder, in
the Form No. AOC-2 are annexed and marked as “Annexure -I”.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
The Company has a continuous monitoring mechanism which enables the organization to maintain the
same standards of the control systems and help them in managing defaults, if any, on timely basis
because of strong reporting mechanisms followed by the Company.

? RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for
the Company. The Audit Committee has additional oversight in the area of financial risk and controls.
Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on continuing basis. The company has been following the principle of risk minimization as it is
the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the
risk management plan for the company. The main objective of this policy is to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the policy establishes
a structured and disciplined approach to risk management, in order to guide decisions on risk related
issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent risk in
accomplishing the growth plans of the company are imperative. The Common risks inherent are:
Regulations, Competition, business risk, technology obsolescence, long term investments and
expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
The Company has formulated a policy for Risk management which is available at the website of the
Company www.kalyanicasttech.com.

? PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION:

A. Conservation of Energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to
save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as
possible. The Company is aware of its responsibilities and has at every available opportunity, used and
implemented such measures so as to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards technology absorption. However, the company
always prepared for update its factory for new technology. The Company’s operation does not require
any significant import of technology so far.

? FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	0	0
Foreign Exchange Outgo	18.49	57.86

? AUDITORS:

STATUTORY AUDITORS

M/s Goel Mintri & Associates., Chartered Accountants, having their office at L-76, Ground Floor,
Lajpat Nagar-II, New Delhi-110024 (ICAI Firm Registration Number: 013211N) is the Statutory
Auditor of the Company to hold office for period of 5 (Five) years from the conclusion of the Annual
General Meeting of the Company held in the year 2023 till the conclusion of the Annual General
Meeting of the Company to be held in the year 2028.

Further, the notes on financial statements referred to in the Auditors ’ Report are self -explanatory and
do not call for any further comments. They do not contain any qualification, reservation, disclaimer or
adverse remarks. The report of auditors have been attached to this report as “Annexure-VII”.

SECRETARIAL AUDITORS

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder,
the Board has appointed the Secretarial Auditors of the Company, CS Ankur Singh, Proprietor, Ankur
Singh & Associates, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY
2024-25. Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for
the Financial Year ended on March 31, 2025 is attached to the Director’s Report as “Annexure-III”

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed
thereunder, your Company has appointed M/s. R Mahajan & Associates, Chartered Accountants (FRN:
011348N) as the Internal Auditors of the Company for the Financial Year 2024-25 and takes their
suggestions and recommendations to improve and strengthen the internal control systems.

AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor’s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report. The notes on accounts referred to the Auditors'' Report are
self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor’s Report: There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their report except the following:-

REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors 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.

? WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025
is available on the Company’s website www.kalyanicastttech.com

? MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as
“Annexure - V”.

? NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are
listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-
AS w.e.f. 1st April, 2017.

? DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

At Kalyani Cast-Tech Limited, all employees are of equal value. There is no discrimination between
individuals at any point on the basis of race, colour, gender, religion, political opinion, national
extraction, social origin, sexual orientation or age.

The Company is committed to provide a safe and conducive work environment to its employees. There
exist at the group level an Internal Complaints Committee (‘ICC’) constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is
strongly opposed to sexual harassment and employees are made aware about the consequences of such
acts and about the constitution of ICC. During the year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation to the workplace/s of the Company.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti- Sexual
Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent,
contractual, temporary and trainees) are covered under this policy.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries
of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

? MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under
sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to
March 31, 2025 and accordingly such accounts and records were not required to be maintained.

? GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2024-2025 is being sent only
through electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on
the Company’s website www.kalyanicasttech.com.

? INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and
Bankruptcy Code 2016.

? VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established, in order to ensure that the activities of the
company and its employees are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty and integrity and ethical behaviour. The Company has established
a vigil mechanism through which Directors, employees and business associates may report unethical
behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear
of reprisal. The Company ensures that genuine Whistle Blowers are accorded complete protection from
any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the
website of the company at www.kalynicasttech.com.

? PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per
month or 1,20,00,000/- per annum, and hence the Company is not required to give information under
Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016. The ratio of remuneration of each whole-time director and key managerial
personnel (KMP) to the median of employee’s remuneration of the employee of the Company as per
section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014
for the financial year 2024-25 forms part of this Board report as “Annexure- IV”. Additionally, the
following details form part of Annexure-IV to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent Directors

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have an employee stock option
scheme.

? BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration:

The policy of the Company on director’s appointment and remuneration, including the criteria for
determining the qualifications, positive attributes, independence of a director and other matters, as
required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the
nomination and remuneration committee and the policy framed by the company is available on our
website, at www.kalyanicasttech.com . There has been no change in the policy since the last fiscal year.
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 with the Nomination and Remuneration Committee of the
Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company
lays down guidelines and procedures to be followed, and disclosures to be made while dealing with
shares of the Company as well as consequences of violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Board Policies have been approved and adopted by the Board, the details of which are available on the
website of the company at www.kalyanicasttech.com and for the convenience given herein below:

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

Your Company has not one-time settlement from Banks or Financial Institutions, therefore this is not
applicable.

? CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

? REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

Bigshare Service Private Limited

Address: Office No. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali

Caves Road, Andheri (East) Mumbai-400093

Tel: [phone]

Email: [email protected]

Website: www.bigshareonline.com

SEBI Registration Number: INR000001385

? INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership
position in the industry. It has taken various steps to improve productivity across organizations.

? ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

The Directors look forward to their continued support in future.

By order of the Board of directors
Kalyani Cast-Tech Limited

Sd/- Sd/-

Naresh Kumar Jayashree Kumar

(Chairman & Managing Director) (Wholetime Director)

DIN: 03302133 DIN: 02933321

Date: 30.08.2025
Place: New Delhi

---

Mar 31, 2024

The Board of Directors of the Company have great pleasure in presenting the 12^th Boards’ Report of the Company together with Audited Financial Results for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

? FINANCIAL HIGHLIGHTS:

The highlight of the Standalone and Consolidate financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

StanHalnnp FV 2023-2024 tAmt in INK l akh*!

S. No.	PARTICULARS	Period ended 31s'' March 2024	Period ended 31s'' March 2023
I	Incomes
a)	Revenue from Operations	9447.71	6327.01
b)	Other Income	63.64	9.44
	Total Income	9511.35	6336.46
II	Expenses
a)	Cost of Revenue operations	7408.29	5212.04
b)	Changes in Inventories of finished goods, Work in Progress and Stock in Trade	94.11	(512.30)
c)	Employee Benefit Expenses	291.46	108.07
d)	Finance Cost	16.61	17.76
e)	Depreciation and Amortization Expense	80.20	71.03
f)	Other Expenses	303.59	362.88
	Total Expenses	8194.27	5259.49
III	PROFIT BEFORE TAX	1317.08	1076.97
IV	Tax Expenses
a)	Current Tax	335.51	274.81
b)	Deferred Tax Expense/ (Income)	1.37	(2.92)
c)	Previous Period’s Tax Adjustment	20.01	-
	Total Taxes	356.88	271.89
V	PROFIT AFTER TAXES	960.21	805.08

Earnings per Equity Share of INR 10.00 each			(in Rupees)
a)	Basic	16.43	16.06
b)	Diluted	16.43	16.06

Consolidated FY 2023-2024 (Amt in INR Lakhs)

S. No.	PARTICULARS	Period ended 31s'' March 2024	Period ended 31s'' March 2023
I	INCOMES
a)	Revenue from Operations	9447.71	6327.01
b)	Other Income	63.64	9.44
	Total Income	9511.35	6336.46
II	Expenses
a)	Cost of Revenue operations	7409.23	5212.04
b)	Changes in Inventories of finished goods, Work in Progress and Stock in Trade	91.39	(512.30)
c)	Employee Benefit Expenses	291.75	108.07
d)	Finance Cost	16.61	17.76
e)	Depreciation and Amortization Expense	80.22	71.03
f)	Other Expenses	306.67	362.88
	Total Expenses	8195.87	5259.49
III	Profit Before Tax	1315.48	1076.97
IV	Tax Expenses
a)	Current Tax	335.51	274.81
b)	Deferred Tax Expense/ Income	1.39	(2.92)
c)	Previous Period’s Tax Adjustment	20.01	-
	Total Taxes	356.90	271.89
V	Profit After Taxes	958.58	805.08
Earnings per Equity Share of INR 10.00 each			(in Rupees)
a)	Basic	16.42	16.06
b)	Diluted	16.42	16.06

? OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned a total revenue from operations of Rs. 9447.71 Lakhs for the year ended March 31, 2024 as against Rs. 6327.01 Lakhs in the previous financial year. The Company has recorded a profit (PBT) of Rs. 1317.08 Lakhs for the year ended March 31, 2024 as compared to Rs. 1076.97 Lakhs in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 960.21 Lakhs as compared to Rs. 805.08 Lakhs in the previous financial year. Earnings per share (EPS) for the financial year 2023-24 is Rs. 16.43, showing an increase from the previous year''s Rs. 16.06.

The increase in profits can be attributed to the enhanced performance of the company. The Board assures stakeholders that Hie management is fully committed to implementing comprehensive strategies aiming at maximizing the company''s profitability.

? DECLARATION OF DIVIDEND

You Company does not recommend any dividend for the year under review and profit ploughed back for then business.

? TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

? TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provision of section 134(3)(j) of the Companies Act, 2013, Rs. 960.21 Lakhs were transferred, being the Profit of the period to the general reserves account of the Company during the year under review. The company has a closing balance of Rs. 4317.33 Lakhs as Reserves and Surplus as on March 31,2024.

? CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of wide product range of castings, including finished components and are specialists in various types of cargo containers viz ISO containers 20’, 40'' and other special containers including dwarf containers, cubiod containers, special containers for parcel cargo, containers for two & three wheelers as per International Standards.

During the year, Your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

? MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATES AND THE, DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

? SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

? DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the C ompanies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5Xv) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

? INITIAL PUBLIC OFFER:

During the year under review, your Company has successfully completed its Initial Public Offer (IPO) and has infused funds by offering 21,66,000 fresh Equity Shares (the “Fresh Issue”) to the public. Fresh Issue (the “IPO”) was offered to various categories of investors including Qualified Institutional Buyers, Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as permitted under Hie SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The Equity Shares of the Company are listed on November 17, 2023 on the Bombay Stock Exchange Limited (“Stock Exchange”) on the BSE-SME Platform.

All the Equity shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN no. allotted to the Equity shares of the Company is INE0N6U01018.

? CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 8,00,00,000/- (Rupees Eight Crore) divided into 8,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 7,18,05,000/- (Rupees Seven Crore Eighteen Lakh Five Thousand Only) divided into 71,80,500 Shares of Rs. 10/- each.

The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange (“BSE”) "

? DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The company have One (1) Subsidiary Company. The Company do not have any Associate Company, or Joint Venture as on March 31,2024. Nor any company ceased to be a Holding, Subsidiary, Associate Company or Joint Venture during the period under review.

01. KMT ENGINEERING PRIVATE LIMITED incorporate on 17^th February, 2024

? LISTING OF SHARES:

The Company’s equity shares are listed on SME platform of Bombay Stock Exchange of India Limited with Symbol KALYANI. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2024-25.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31^st March 2024.

Sr. No.	Name	DIN	Designation
1.	Mr. Naresh Kumar	03302133	Chairman & Managing Director
2.	Mr. Devender Kumar	08065475	Non-Executive Director
3.	Ms. Jayashree Kumar	02933321	Whole Time Director
4.	Mr. Kumar Sharat Chandra	09713628	Independent Director
5.	Mr. Sanjeev Negi	09713620	Independent Director
6.	Mr. Amit Kumar	NA	CFO
7.	Mr. Panka) Kumar	NA	Company Secretary

•During the Financial Year 2023-24 there were no changes in the composition of the board. INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Jayashree Kumar (DIN: 02933321) Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself to be re-appointed as Whole tune Director of the Company.

The Board recommends the re-appointment of Ms. Jayashree Kumar (DIN: 02933321) Whole time Director of the Company liable to retire by rotation. Brief profile of the directors seeking appointment/re-appointment and other details has been given in “Annexure-1” of the notice of the ensuing AGM.

BOARD MEETINGS DURING THE FINANCIAL YEAR 2023-24

The Board meets at regular intervals to discuss and take a view of the Company’s policies and strategy apart from other Board matters. The Board of Directors met 15 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Fifteen Board Meetings were held as under:

S. No.	Date of Meeting	S. No.	Date of Meeting
1	01/04/2023	9	14/08/2023
2	06/05/2023	10	23/10/2023
3	13/05/2023	11	25/10/2023
4	02/06/2023	12	13/11/2023
5	26/06/2023	13	25/12/2023
6	14/07/2023	14	02/02/2024
7	31/07/2023	15	26/03/2024
8	02/08/2023

Attendance of Directors in the Board Meeting:

Name of Directors	No. of Board Meetings
	Entitled to attend	Attended
Mr. Naresh Kumar	15	15
Mr. Devender Kumar	15	15
Ms. Jayashree Kumar	15	15
Mr. SanjeevNegi	15	10
Mr. Kumar Sharat Chandra	15	10

The Board of Directors has constituted the following Committees to effectively deliberate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

NUMBER OF COMMITTEE MEETING:

During Hie financial year 2023-24, the Audit Committee convened 8 (Eight) times to deliberate on crucial financial matters and ensure compliance with regulatory standards. The Stakeholders Relationship Committee meeting was held 1 (once) during the year to address stakeholder concerns and enhance stakeholder engagement. Furthermore, the Nomination and Remuneration Committee convened 2 (two) times to assess the performance of the board and carry out remuneration-related discussions. The active collaboration of committee members led to impactful discussions and valuable insights during these meetings.

Furthermore, to uphold regulatory requirements, the Independent Directors convened a separate meeting on March 26, 2024, complying with the provisions outlined in Schedule IV of the Companies Act, 2013, and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. This proactive approach underlines our commitment to governance and transparency.

I. Audit Committee:

The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee is comprised of 3 members, and the C ompany Secretary is the Secretary of die committee.

The detail of the composition of the Audit Committee along with their meetings held/ attended is as

fnllnwQ^-

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	SanjeevNegi	Chairman	8	8
2	Kumar Sharat Chandra	Member	8	8
3	Naresh Kumar	Member	8	8

During the year under review, meetings of Audit Committee were held on the following dates:

S. No.	Date of Meeting	S. No.	Date of Meeting
1	01/04/2023	5	14/08/2023

2	14/07/2023	6	23/10/2023
3	31/07/2023	7	25/10/2023
4	02/08/2023	8	25/12/2023

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of tlie companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.

The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. SanjeevNegi	Chairman	2	2
2	Mr. Kumar Sharat Chandra	Member	2	2
3	Mr. Devender Kumar	Member	2	2

During the year under review, meetings of Nomination& Remuneration Committee were held on:

02/06/2023

14/07/2023

TV. Stakeholder Relationship Committee:

The Stakeholders Relationship C ommittee meets with the requirement of S ection 17 8 of the C ompanies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company’s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said C ommittee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Kumar Sharat Chandra	Chairman	1	1

2	Mr. SanjeevNegi	Member	1	1
3	Ms. Jayashree Kumar	Member	1	1

During the year under review, meetings of Stakeholder Relationship Committee were held on 26^th March, 2024.

? FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices, the website link is https://kalyanicasttech.com.

? PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

? DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2024 the applicable accounting standards have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of Hie company for the financial year ended on 31st March, 2024;

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

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

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

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

? CORPORATE GOVERNANCE REPORT:

Since the company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Hie compliance with hie corporate governance provisions as specified hi regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

? CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee.

Kalyani Cast-Tech Limited falls in any of the above criteria during the year 2023-24. Company has constituted CSR Committee. The Company held CSR Committee meeting on 14.07.2023 and 02.02.2024. Details Composition of CSR Committee is as follows:

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. SanjeevNegi	Chairman	1	1
2	Mr. Naresh Kumar	Member	1	1
3	Ms. Jayashree Kumar	Member	1	1

The Company has CSR Policy in place and it is available at the website of Company i.e. www.kayanicasttech.com . The annual report of CSR activities is amiexed herewith as “Annexure II” to this report.

? PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The Company has not provided any loans, guarantees or invested any securities as per the provisions of Section 186 of the Companies Act, 2013.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm’s length basis. During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing

Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s Website at https://kalyanicasttech.com.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as “Annexure -I”.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

? RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Company has formulated a policy for Risk management which is available at the website of the Company www.kalvanicasttech.com.

? PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION:

A. Conservation of Energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology. The Company’s operation does not require any significant import of technology so far.

? FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amt in INR Lakhs'')

PARTICULARS	FY 2023-24	FY 2022-23
Foreign Exchange Earnings	0	1123.46
Foreign Exchange Outgo	57.86	12.52

? AUDITORS:

STATUTORY AUDITORS

M/s Goel Mintri & Associates., Chartered Accountants, having their office at L-76, Ground Floor, Lajpat Nagar-II, New Delhi-110024 (ICAI Firm Registration Number: 013211N) is the Statutory Auditor of the Company to hold office for period of 5 (Five) years from the conclusion of the Annual General Meeting of the Company held in the year 2023 till the conclusion of the Annual General Meeting of the Company to be held in the year 2028.

Further, the notes on financial statements referred to in the Auditors’ Report are self -explanatory and do not call for any further comments. They do not contain any qualification, reservation, disclaimer or adverse remarks. The report of auditors have been attached to this report as “Annexure-VII”.

SECRETARIAL AUDITORS

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, CS Ankur Singh, Proprietor, Ankur Singh & Associates, Practicing Company Secretaries, for conducting Hie Secretarial Audit for the FY 2023-24. Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the C ompany for the Financial Year ended on March 31, 2024 is attached to the Director’s Report as “Annexure-III”

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. R Mahajan & Associates, Chartered Accountants (FRN: 011348N) as the Internal Auditors of the Company for the Financial Year 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

AUDITOR S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report.

? REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors 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.

? WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company’s website www.kalyanicastttech.com

? MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as “Annexure - V”.

? NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

? DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL! ACT. 2013:

At Kalyani Cast-Tech Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (‘ICC’) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under die provisions of the said Act in relation to die workplace/s of the Company.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

? MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,2024 and accordingly such accounts and records were not required to be maintained.

? GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-2024 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.kalvanicasttech.com.

? INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

? VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behaviour. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at www.kalynicasttech.com.

? PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee’s remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2023-24 forms part of this Board report as “Annexure- IV”. Additionally, the following details form part of Annexure-TV to the Boards Report:

• Remuneration to Whole Tune Directors.

• Remuneration to Non-executive/ Independent Directors

• Percentage increase in Hie median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have an employee stock option scheme.

? BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration:

The policy of the Company on director’s appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is available on our website, at www.kalyanicasttech.com . There has been no change in the policy since the last fiscal year. 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 with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain die highest ethical standards of dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.kalvanicasttech.com and for the convenience given herein below:

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TTME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHTLE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your Company has not one-time settlement from Banks or Financial Institutions, therefore this is not applicable.

? CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

? REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

Bigshare Service Private Limited

Address: Office No. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali

Caves Road, Andheri (East) Mumbai-400093

Tel: [phone]

Email: [email protected]

Website: www.bigshareonline.com SEBI Registration Number: INR000001385

? INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the C ompany to remain at the leadership position in Hie industry. It has taken various steps to improve productivity across organizations.

? ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during die year under review. Your Directors also acknowledges gratefully die shareholders for their support and confidence reposed on your Company.

The Directors look forward to their continued support in future.

By order of the Board of directors Kalyani Cast-Tech Limited

Sd/- Sd/-

Naresh Kumar Jayashree Kumar

(Chairman & Managing Director) (Wholetime Director)

DIN: 03302133 DIN: 02933321

Date: 31.08.2024 Place: New Delhi