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

1. FINANCIALPERFORMANCEOF THECOMPANY

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

(Rs. in lakhs)

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

2. OPERATIONSANDCOMPANY'SAFFAIRS

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

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

3. TRANSFER TO RESERVES

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

4. DIVIDEND:

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

5. SHARECAPITAL

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

6. NUMBER OF MEETINGSOF THEBOARDOF DIRECTORS

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

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

7. DECLARATIONOFINDEPENDENCE BYINDEPENDENT DIRECTORS

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

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

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

8. DIRECTORSANDKEYMANAGERIAL PERSONNEL

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

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

• Appointment of Independent Directors:

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

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

9. NOMINATION& REMUNERATIONPOLICY:

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

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

10. PREVENTION OF INSIDERTRADING

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

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

11. AUDITORS AND AUDIT REPORTS

• Statutory Auditors

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

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

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

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

• Secretarial Auditors

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

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

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

• Internal Auditors

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

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

• Cost records and Cost Audit

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

12. REPORTING OF FRAUDS BY AUDITORS

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

13. SIGNIFICANTAND MATERIALORDERS PASSED BY THE REGULATORS

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

14. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

15. PARTICULARS OF CONTRACT OR ARRANGEMENTSMADEWITH RELATEDPARTIES

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

16. CODEOF CONDUCT

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

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

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

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

18. ANNUALRETURN

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

19. INTERNALFINANCIALCONTROLS

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

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

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

20. RISK MANAGEMENT

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

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

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

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

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

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

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

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

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

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

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

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

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

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

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

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

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

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

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

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

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

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

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

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

The Directors expressed their satisfaction with the evaluation process.

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

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

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

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

23. DEPOSITS

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

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

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

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

(b) Technology absorption

(c) Foreign exchange earnings and Outgo

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

25. BOARDCOMMITTEES

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

a) AUDIT COMMITTEE

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

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

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

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

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

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

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

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

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

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

e) Scrutiny of inter-corporate loans and investments;

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

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

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

b) NOMINATIONAND REMUNERATIONCOMMITTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

c) STAKEHOLDERS'RELATIONSHIP COMMITTEE

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

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

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

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

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

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

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

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

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

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

26. UNIFORMLISTING AGREEMENT

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

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

27. ESTABLISHMENT OF VIGILMECHANISM

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

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

28. CORPORATE SOCIAL RESPONSIBILITY

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

29. CORPORATEGOVERNANCEREPORT

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

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

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

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

30. PARTICULARSOF EMPLOYEES/PERSONNEL

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

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

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

• INDUSTRYSTRUCTURE AND DEVELOPMENTS

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

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

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

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

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

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

• RISKS & CONCERNS

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

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

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

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

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

• SEGMENT WISE OR PRODUCT WISE PERFORMANCE

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

• OUTLOOK

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

• INTERNALCONTROLSYSTEMS:

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

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

(b) Safeguarding of assets and ensure operational excellence

(c) Prevention and detection of frauds/errors

(d) Accuracy and completeness of the accounting records and

(e) Timely preparation of reliable financial information.

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

(i) management and internal control measures,

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

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

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

• INFORMATIONTECHNOLOGY

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

• FINANCIALPERFORMANCE

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

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

• HUMANRESOURCES

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

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

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

(Rs. in Lakhs)

CAUTIONARYNOTE

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

32. RBI COMPLIANCES

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

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

33. DISCLOSURE ON SECRETARIALSTANDARDS

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

34. DIRECTORS'RESPONSIBILITYSTATEMENT

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

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

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

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

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

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

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

35. ACKNOWLEDGEMENT

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

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

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

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

Rajendra Kumar Jain

Chairman and Whole -Time Director
DIN: 00168151

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

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

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OPPORTUNITIESAND THREATS

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