Market & News

Dear Members,

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

Company Overview

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

1. Financial Highlights

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

2. Company Performance Overview

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

3. Consolidated Financial Performance Review and Analysis

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

4. Capital Structure

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

5. Reserves & Surplus

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

6. Public Deposits

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

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

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

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

8. Declaration of Dividend

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

9. Subsidiaries/Joint Ventures/Associates

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

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

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

10. Change in the Nature of Business

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

2024-25.

11. Investor Complaints and Compliance

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

12. Directors and KMP as on 31.03.2025

Change in directors during the year

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

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

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

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

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

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

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

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

Key Managerial Personnel

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

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

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

Compliance with Code of Conduct

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

12. Declaration given by Independent Directors

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

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

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

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

Familiarization Program for Independent Directors

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

Meeting of Independent Directors

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

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

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

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

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

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

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

14. Details of Board and its Committees

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

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

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

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

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

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

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

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

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

16. Audit Committee Recommendations

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

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

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

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

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

18. Particulars of Employees and Remuneration

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

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

19. Related Party Transactions

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

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

20. Particulars of Loans, Guarantees and Investments

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

21. Annual Return

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

22. Auditors and Auditor's Report

Statutory Audit Report

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

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

Secretarial Audit Report

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

Internal Auditors

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

Cost Records and Cost Audit Report

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

Reporting of frauds by auditors

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

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

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

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

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

24. Internal Control Systems and adequacy of Internal Financial Controls

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

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

25. Business Risk Management

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

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

26. Vigil Mechanism

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

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

27. Management's Discussion and Analysis

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

28. Corporate Governance Report

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

29. Code of Conduct for Prevention of Insider Trading

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

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

Corporate Social Responsibility

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

30. Secretarial Standards

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

31. Proceeding under the Insolvency and Bankruptcy Code, 2016

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

32. Significant/Material orders Passed by the Regulators

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

33. Stock Exchange Listing

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

34. RBI Compliance

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

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

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

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

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

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

No. of Complaints received: Nil

No. of Complaints disposed off: Nil

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

36. General

Your Board of Directors confirms that:

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

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

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

37. Directors' Responsibility Statement

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

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

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

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

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

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

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

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

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