Kalyani Inv. Co. Director Report

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended March 31, 2026.

1. Financial Highlights (on stand-alone basis)

f ? in Millinn''l

Revenue from Operations :	2025-26 819.20		2024-25 828.60
Other Income :	—		—
Total Revenue :	819.20		828.60
Total Expenditure :	138.74		91.99
Profit before Tax :	680.46		736.61
Tax Expenses :	169.29		199.53
Profit after Tax :	511.17		537.08

2. Dividend & Reserves

Based on the Company''s performance, the Directors are pleased to recommend a dividend of ? 10/- per Equity Share of ? 10/- each (i.e. 100%), for the financial year ended March 31, 2026, for approval of the members. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (the Listing Regulations), the Company had adopted the Dividend Distribution Policy, which is available on the website of the Company at www.kalyani-investment.com/profile/policies/. The dividend pay-out has been determined in accordance with Dividend Distribution Policy of the Company.

The dividend on Equity Shares, if approved by the members would involve cash outflow of ? 43.65 Million and shall be subject to deduction of income tax at source.

During the year under review, it is proposed to transfer ? 102.23 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act, 1934). An amount of ? 2,878.23 Million is proposed to be retained as Retained Earnings.

3. Management Discussion and Analysis (MD&A)

Management Discussion and Analysis (MD&A) for the year under review, as stipulated under the Listing Regulations, is presented as a part of the Corporate Governance Report.

4. Corporate Governance

The Company has always recognized that Corporate Governance is not just a principle to be followed but an effort to adopt the industry''s best practices that focus on transparency in its affairs, the functioning of the Management and Board and accountability towards stakeholders.

The Report on the Corporate Governance as stipulated under the Listing Regulations, is presented in a separate section forming part of the Annual Report.

The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD & Associates, Practicing Company Secretaries, Pune, certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.

5. Deposits

During the year under review, the Company has not accepted any deposits from the public.

6. Directors

In terms of the provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Company, Mrs.Deeksha A. Kalyani, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors of the Company has recommended the said re-appointment and hence, it forms a part of the Notice of the Annual General Meeting and is recommended for your approval. Profile of the Mrs.Kalyani, Director, is given in the Report on Corporate Governance for reference of the members.

The Company has received declarations from all Independent Directors that they meet the criteria of

independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, there exist no circumstances or situations that could impair or affect the ability of Independent Directors towards discharging their duties.

7 Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and Individual Directors in accordance with the Act and the Listing Regulations.

The Board formally evaluated its own performance based on parameters which, inter alia, includes performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical issues etc.

The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best practices, domain knowledge, vision, strategy, engagement with senior management etc.

An online structured questionnaire for Board Evaluation was prepared covering the above areas of competencies and feedback was sought on the same.

The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors, the Board as a whole and of the Chairman of the Company after taking into account the views of Non-Executive Directors. The quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to perform their duties effectively and reasonably, were also reviewed.

The results of the evaluation showed a high level of commitment and engagement in the Board, its various committees and senior leadership. The suggestions arising from the evaluation process were considered by the Board, to optimize the effectiveness and functioning of the Board and its committees.

8 Nomination & Remuneration Policy

The Nomination & Remuneration Policy adopted by the Board on the recommendation of Nomination and Remuneration Committee enumerates the criteria for assessment and appointment / re-appointment of Directors, Senior Management personnel on the basis of their qualifications, knowledge, skill, independence, professional and functional expertise. The Policy also sets out the guiding principles for the compensation to be paid to the Directors and Senior Management personnel.

The Policy is available on the website of the Company at the Web-link : www.kalyani-investment.com/financial/ policies/

9. Meetings of the Board

During the Financial Year 2025-26, four Board Meetings were convened and held. A separate meeting of Independent Directors as prescribed under Schedule IV of the Act was also held. The details of meetings of Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

10. Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care 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;

iv) the Directors have prepared the annual accounts for the year ended March 31, 2026, on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Your Company has nothing to report on the aforesaid matters since your Company is not engaged in manufacturing, neither has any foreign collaboration and nor has exported and / or imported any goods or services.

12. Corporate Social Responsibility

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of CSR Activities undertaken by the Company are annexed herewith as Annexure A. The CSR Policy is available on the website of the Company at the Web-link : www.kalyani-investment.com/financial/ policies/

13. Related Party Transactions

The Company has a well-defined process of identification of related parties and transactions with related parties. All of the transactions entered by the Company with the related parties during the year, were in the ordinary course of business and on an arm''s length basis, carried out with prior approval of the Audit Committee, in terms of the provisions of the Act, the Listing Regulations and in accordance with the Related Party Transactions (RPT) Policy formulated and adopted by the Company.

The RPT Policy sets out the philosophy and processes to be followed for approval and review of transactions with related parties and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All the related party transactions entered into pursuant to the prior approval of Audit Committee so granted, were placed before the Audit Committee for its review on a quarterly basis. Related Party disclosures as per Ind AS have been provided in Note 28 to the Financial Statements.

The RPT Policy is available on the website of the Company at the Web-link : https://www.kalyani-investment. com/financial/policies/

14. Risk Management

Your Company recognizes that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

During the year, the Company has also reviewed the Risk Management Framework which lists out the principles and approach to the Risk Management process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Company''s performance.

The policy on Risk Management, as approved by the Board, is uploaded on the website of the Company at the Web-link : www.kalyani-investment.com/financial/policies/

15. Audit Committee

The Company has constituted an Audit Committee in compliance with Section 177 of the Act and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) of the Act along with its terms of reference incorporating its functions are disclosed and available in the Corporate Governance Report forming part of the Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2025-26.

16. Auditor and Auditor’s Report

Pursuant to Section 139 of the Act read with rules made thereunder, M/s. P G Bhagwat LLP, Chartered Accountants, Pune (Firm Registration No. 101118W/W100682) were appointed as the Auditors of the Company for a period of 5 (Five) years to hold office from the conclusion of the Thirteenth Annual General Meeting held on September 27, 2022 till the conclusion of the Eighteenth Annual General Meeting to be held in the year 2027.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of your Company.

The Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and hence do not call for any further comments.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.

17. Secretarial Audit and Secretarial Standards

Pursuant to provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations, M/s. SVD & Associates, Practicing Company Secretaries, Pune (Firm Unique Code P2013MH031900 and Peer Review No.6357/2025), were appointed as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years, to hold office from the conclusion of Sixteenth Annual General Meeting held on September 17, 2025 till the conclusion of Twenty-First Annual General Meeting of the Company to be held in the Year 2030.

The Secretarial Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors for FY 2026-27.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

18. Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure C. In terms of Section 136 of the Act, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at investor@kalyani-investment.com

19. Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025, filed with Registrar of Companies, is available on the website of the Company at the Web-link : www.kalyani-investment.com. The Company shall upload the Annual Return as on March 31, 2026 on the website of the Company, once it is filed with the Registrar of Companies.

20. Whistle Blower Policy

The Company has vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company, report the instances of divulgence of Unpublished Price Sensitive Information (UPSI) and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism.

During the year under review, the Company has not received any complaint under the said mechanism.

The Whistle Blower Policy, as approved by the Board, is available on the website of the Company at the Web-link : www.kalyani-investment.com/financial/policies/

21. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Act, form part of the notes to the Financial Statements provided in this Annual Report.

22. Internal Financial Controls

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business which includes adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company has adequate internal financial controls that commensurate with the nature of its business, the size and complexity of its operations and has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

The Internal Audit Plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of Company''s internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

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

There are no adverse material changes or commitments occurring after March 31, 2026, which may affect the financial position of the Company or may require disclosure.

24. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

25. Familiarization Programme

The Company on an ongoing basis, aspires to keep the Independent Directors updated with the Business Model of the Company, Risk Mitigations and changes, if any in relevant corporate laws relating to their roles and responsibilities as Independent Directors. The Company also makes detailed presentations to the entire Board including Independent Directors on the Company''s operations and business plans, strategy and domestic business environment. This provides an opportunity to the Independent Directors to have direct interaction with Senior Management of the Company. 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 details of programmes for familiarization of Independent Directors with the Company are available on the website of the Company at the Web-link : www.kalyani-investment.com/flnancial/ policies/

26. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary / Joint Venture.

As on March 31, 2026, the Company has one Associate Company. A statement containing the salient features of the financial statement of the Associate Company, in the prescribed format AOC-1, is annexed hereto as Annexure D.

27. Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report and annexed hereto as Annexure E.

28. Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Act are attached to the Standalone Financial Statements of the Company.

29. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Company''s office premises are covered under the Policy. During the year under review, no complaint was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. Acknowledgement

The Directors take this opportunity to express its deep gratitude for the continued co-operation and support received from all of its valued stakeholders.