Kirloskar Electric Company Ltd Directors Report

Dear Shareholders,

The directors are pleased to present the 77th Annual Report of Kirloskar Electric Company Limited (hereinafter referred as "the Company" or "KECL") along with the audited financial statement for the financial year ended March 31, 2024. The consolidated performances of the Company and its subsidiaries have been referred to wherever required.

Review of performance and state of Companys affairs:

During the year under report, your Company achieved a total turnover of 55,735 /- Lakhs (previous year 47,355/- Lakhs). The operations have resulted in loss of 839/- Lakhs (previous year profit was 1,066/- Lakhs) i.e., total comprehensive income for the period.

The financial summary and highlights are as follows:

( in Lakhs)

PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	55,735	47,355	55,735	47,355
Other income (Net)	793	1,608	799	2,225
Total Revenue	56,528	48,963	56,534	49,580
Total Expense	55,011	46,374	55,126	46,473
Pro t before Exceptional items	1,517	2,588	1,408	3,108
Exceptional Items	-	-	-	-
Pro t / (Loss) before tax	1,517	2,588	1,408	3,108
Tax Expense	-	0.16	-	0.16
Pro t / (Loss) after tax	1,517	2,588	1,408	3,107
Total other comprehensive income	(2,356)	(1,522)	(2,356)	(1,522)
Total comprehensive income for the period	(839)	1,066	(948)	1,586

Note: The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

Dividend:

In view of the accumulated losses, the Board of Directors of your Company has not recommended any dividend for the year under review.

Transfer to reserves:

In view of the accumulated losses, the Board of Directors of your Company has not transferred any amount to the reserves for the year under review.

Change in the nature of business:

There was no change in nature of the business of the Company during the financial year 2023-24.

Share Capital:

As on March 31, 2024, the paid up share capital of your Company stood at 66,41,40,710/- divided into 6,64,14,071 equity shares of 10/- each.

Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 55(2) & 77 of the Companies Act, 2013:

The Company has not redeemed any shares / debentures during the financial year under review and hence no information as per provisions of Section 55(2) & 77 of the Act read with the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme (ESOS) during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 67(3) of the Companies Act, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

Transfer to Investor Education and Protection Fund:

During the year under review, no unclaimed / unpaid dividend and the corresponding shares were transferred to Investor Education and Protection Fund ("IEPF").

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the website of the Company at https://kirloskarelectric.com/investors/investors-information/investor-contacts.html.

As required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), during the year 2023-24, matured fixed deposits (cumulative & non-cumulative) aggregate to the sum of 7,40,000/- (Rupees Seven Lakh Forty Thousand Only) along with the interest amount aggregated to 81,445/- (Rupees Eighty One Thousand Four Hundred and Forty Five only), were transferred to the Investor Education and Protection Fund ("IEPF") after the expiry period of seven years.

Fixed deposits:

Particulars	( in Lakhs)
1. Accepted / renewed during the year	Nil
2. Remained unpaid or unclaimed at the end of the year.	10,00,000*
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-	N/A
At the beginning of the year
Maximum during the year
At the end of the year
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Act;	Nil

*The matured & unclaimed deposit of 10,00,000/- (Rupees Ten Lakhs only) along with the interest amount 29,795/- (Rupees Twenty Nine Thousand Seven Hundred and Ninety Five Only) has also been transferred to IEPF in April 2024. These are the deposits which are matured but are unclaimed. During the year under review, the Company has transferred the matured deposits to IEPF, as the Company did not receive claim from the deposit holders.The Company took all efforts to contact the FD Holders by sending them reminders. The Company also has 17,97,583/- in form of liquid assets as required under Section 73 of the Companies Act, 2013 read with rule 13 of the Companies (Acceptance of Deposits) Amendment Rules, 2018.

Credit Ratings:

Information regarding credit ratings obtained by the Company for the year under review has been given under the Corporate Governance Report which forms part of this Annual Report.

Subsidiaries, associate companies & joint ventures:

The Company has four wholly owned subsidiaries, one step-down subsidiary, one associate Company andone Joint Venture. The consolidated financial statements of the Company and its Subsidiaries are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report. Neither the Executive Chairman and nor the whole-time directors of the Company receive any remuneration or commission from any of its subsidiaries or associate Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the reports on the performance and financial position of each of the subsidiary and associate companies have been provided in Form AOC-1 appended to this report.

Directors and Key Managerial Personnel:

Your Company has a well-diversified Board comprising of directors having skills, competencies and expertise in various areas to ensure effective corporate governance of the Company. As on March 31, 2024, the Board comprised of 10 (ten) directors, out of which 6 (six) were Non-Executive Independent Directors, 01 (one) Non Executive Non Independent Woman Director and 03 (three) Executive Directors. The Company is in compliance with the regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 ("SEBI Listing Regulations"). In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Meena Kirloskar (DIN: 00286774), a Non-executive Director being longest in the office, shall retire by rotation and being eligible, has offered herself for re-appointment. The resolution seeking members approval for her re-appointment forms part of the AGM Notice.

During the year under review, Mr. Sarosh J Ghandy (DIN: 00031237), Non executive Independent Director of the Company resigned due to health reasons on June 02, 2023 and Mr. Mahendra V P (DIN: 00033270), Non-Executive Independent Director of the Company passed away on May 30, 2023. Mr. Vijay R Kirloskar (DIN: 00031253) was re-appointed as an Executive Chairman (Whole-time director) of the Company for a term of three (03) years, w.e.f August 12, 2023 and Mr. Suresh Kumar (DIN: 02741371), was appointed as an Independent Director of the Company for a term of five (05) consecutive years with effect from August 14, 2023. The tenure Independent Directors, namely Mr. Kamlesh Gandhi (DIN: 00004969), Mr. Satyanarayan Agarwal (DIN: 00111187) & Mr. Anil Kumar Bhandari (DIN: 00031194) shall expire on September 21, 2024. The Key Managerial Personnel (KMP) of the Company as on March 31, 2024 were Mr. Vijay R Kirloskar, Executive Director, Mr. Anand B Hunnur, Managing Director, Mr. Sanjeev Kumar S, Director (Finance) & Chief Financial Officer and Mr. Mahabaleshwar Bhat, General Manager Corporate Affairs & Company Secretary. During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/ Committee meetings of the Company. The Board has appointed Ms. Rukmini Kirloskar (DIN: 00309266) as an Additional Director of the Company with effect from May 23, 2024, who shall hold the office upto the date of ensuing annual general meeting of the Company and subject to approval of members of the Company shall be appointed as a director liable to retire by rotation. Further, as per Regulation 17 (1C) of SEBI Listing Regulations, the Company has sought approval of members of the Company by way of postal ballot (e-voting period from July 23, 2024 to August 21, 2024) for regularization of Director. The result of the e-voting shall be announced in terms of provisions of the Companies Act, 2013 by the Company on or before August 22, 2024. The Board has appointed Mr. K N Shanth Kumar (DIN: 00487956) as an Additional Independent Director with effect from May 23, 2024, who shall hold the office upto the date of ensuing annual general meeting of the Company and subject to approval of members of the Company shall be appointed as an Independent Director for a term of five consecutive years, with effect from May 23, 2024. Further, as per Regulation 17 (1C) of SEBI Listing Regulations, the Company has sought approval of members of the Company by way of postal ballot (e-voting period from July 23, 2024 to August 21, 2024) for regularization of Director as an Independent Director. The result of the e-voting shall be announced in terms of provisions of the Companies Act, 2013 by the Company on or before August 22, 2024.

The Board has appointed Mr. Mohammed Saad Bin Jung (DIN: 00264525) as an Additional Independent Director with effect from August 6, 2024, who shall hold the office upto the date of ensuing annual general meeting of the Company and subject to approval of members of the Company shall be appointed as an Independent Director for a term of five consecutive years, with effect from August 6, 2024. Approval of members has been sought for regularization which forms part of the Notice of 77th AGM. The Board has appointed Dr. Pangal Ranganath Nayak (DIN: 01507096) as an Additional Independent Director with effect from August 6, 2024, who shall hold the office upto the date of ensuing annual general meeting of the Company and subject to approval of members of the Company shall be appointed as an Independent Director for a term of five consecutiveyears, with effect from August 6, 2024. Approval of members has been sought for regularization which forms part of the Notice of 77th AGM.

Independent Director proposed to be appointed: a. The Board of directors considers that on account of vast knowledge and experience of Mr. K N Shanth Kumar (DIN: 00487956), Non-Executive Director of the Company, his appointment as Non-Executive Independent Director of the Company will be in the best interest of the Company. As stated above, as on the date of this report, the Company has sought approval of members by way of postal ballot. b. The Board of directors considers that on account of vast knowledge and experience of Mr. Mohammed Saad Bin Jung (DIN: 00264525), Non-Executive Director of the Company, his appointment as Non-Executive Independent Director of the Company will be in the best interest of the Company.

c. The Board of directors considers that on account of vast knowledge and experience of Dr. Pangal Ranganath Nayak (DIN: 01507096), Non-Executive Director of the Company, his appointment as Non-Executive Independent Director of the Company will be in the best interest of the Company.

Declaration by Independent Directors

In terms of the provisions of Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors stating that they continue to meet the criteria of independence as provided under the provisions of Section 149(6) of the Companies Act, 2013 read with the Rules made there under and the SEBI Listing Regulations. In terms of regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that Independent Directors meet the criteria of independence as mentioned under regulation 16(1)(b) of SEBI Listing Regulations and that they are independent of the management. All Independent Directors have affirmed compliance to the code of conduct for Independent Directorsas prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company. All Independent Directors have registered their names in the Independent Directors Databank. In the opinion of the Board, the Independent Directors so appointed / re-appointed possess the requisite expertise, experience and proficiency and are of integrity.

Evaluation of Directors, Committees and the Board:

The evaluation process has been explained in the Corporate Governance Report which forms part of the annual report.

Number of meetings of the Board of Directors and its Committees:

The Board of directors met 07 (Seven) times during the financial year 2023-24 under review out of which 06 (Six) meetings were held through Video Conference mode / other audio visual means and 01 (One) was physical meet.

The maximum interval between any two meetings was within the maximum allowed gap pursuant to the Companies Act, 2013 and SEBI Listing Regulations read with the Circulars issued by MCA and SEBI

The Board meetings were held on May 19, 2023, May 30, 2023, July 17, 2023, August 14, 2023, November 10, 2023, February 12, 2024 and March 28, 2024.

The composition and the details of the meetings of the Board and its Committee held during the year are contained in the Corporate Governance Report which forms part of the annual report.

Nomination and Remuneration Policy:

The Nomination and Remuneration Committee is responsible for recommending to the Board, a policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at https://kirloskarelectric.com/investors/investors-information/policies.html.

Features of Nomination and Remuneration Policy:

· The policy has been framed in line with the Companys philosophy to ensure equitable remuneration to all the directors, key managerial personnel (KMP) and employees of the Company.

· The policy lays down the criteria, terms and conditions including qualifications and positive attributes for identifying persons who are qualified to become directors (executive and non-executive / Independent) and persons who may be appointed in senior management and key managerial positions of the company.

· The policy determines the remuneration of Directors, Key Managerial Personnel and other employees based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies.

· This Policy is divided in three parts:

Part A: covers matters to be dealt by the committee. Part B: covers appointments and nominations. Part C: covers remuneration and perquisites etc.

Risk Management Policy:

Your Company has devised and implemented a comprehensive Risk Management Policy which provides for identification, assessment and control of risks that the company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The

Risk management policy has been appended to this report as Annexure-I. Managerial remuneration:

The information 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 is disclosed in the Annexure - IV.

Particulars of employees:

Iin terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing disclosures pertaining to remuneration and also the names and other particulars of the employees drawing remuneration in excess of limits set out in the said rules are provided in a separate Annexure to the Boards Report which forms part of the annual report. The Report and the accounts are being sent to the Members excluding the aforesaid annexure and in terms of Section 136 of the Companies Act 2013, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investors@kirloskarelectric.com

Annual Return:

According to the provisions of Section 134(3)(a), a copy of annual return i.e., Form MGT-7 for the year ended March 31, 2023 has been placed on the Companys website: https://kirloskarelectric.com/investors/investors-information/ nancial.html.

Directors Responsibility Statement:

We, the Directors of your Company, confirm, to the best of our knowledge and ability that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; (b) we 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 at the end of the financial year and of the profit / loss of the Company for that period; (c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) we have prepared the annual accounts on a going concern basis; (e) we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws to the Company and that such systems were adequate and operating effectively.

Particulars of loans, guarantee, investments and securities:

There were no loans and advances, guarantees, investments made or security given to any Body Corporate by the Company during the financial year 2023-24.

Particulars of loans, advances, investments as required under the listing regulations:

The details of related party disclosures with respect to loans, advances, investment at the year end and maximum outstanding amount thereof during the year as required (under part A of Schedule V of the Listing Regulations) have been provided in the notes to the financial statement of Company.

Your directors draw attention of the members to note no. 17 & 35(9) of the standalone financial statements which sets out the details of loan and advance, guarantee or investment.

Particulars of contracts or arrangements with related parties:

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2023-24 and, hence, the same is not required to be provided.

During the FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable. The Policy on Related Party Transaction is available on the Companys website: https://www.kirloskarelectric.com/images/pdf/investor/policies/Policy-on-related-party-transactions.pdf.

Your directors draw attention of the members to note no. 35(9) to the standalone financials statement which sets out the related party disclosures.

Corporate Social Responsibility:

Since criterias for the applicability of CSR spending are not attracted to the Company, there was no obligation for the Company to spend CSR amount for the FY 2023-24. However the CSR committee has been constituted and also CSR policy has been framed. The policy can be accessed at the following URL:https://www.kirloskarelectric.com/investors/investors-information/policies.html.

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company:

The CSR Committee hereby confirms that the implementation and monitoring of CSR policy has been carried out with all reasonable care and diligence and the same is in compliance with the CSR objectives and the policy of the Company. However, as explained above the CSR provisions are not applicable to the Company for the FY 2023-24 as per the requirements mentioned in the Companies Act, 2013.

Conservation of energy, technology absorption, Research & development and foreign exchange earnings and outgo:

The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure - II, which forms part of this report.

Material Changes affecting the Company:

There have been no material changes and commitments affecting the financial positions of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts:

There were no significant and material orders passed against the Company by the regulators or courts or tribunals during financial year 2023-24 impacting the going concern status and Companys operations in future.

Vigil mechanism for Directors and Employees:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal procedural course to the directors and employees to report their concerns about any poor or unacceptable practices or any event of misconduct or violation of Companys code of conduct. The purpose of this policy is to provide a framework to secure whistle blowing incidents and to protect the employees who are willing to raise concerns about serious irregularities within the Company. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of Vigil Mechanism is available on the Companys website at https://kirloskarelectric.com/investors/investorsinformation/policies.html.

Statutory auditor:

Pursuant to the provisions of section 139 and other applicable sections of the Companies Act, 2013,read with Companies (Audit and Auditors) Rules, 2014, as amended, the Company at its 72nd AGM appointed M/s. Prabhashankar & Co., Chartered Accountants (Firm Registration No: 004982S) as the Statutory Auditors for a period of 5 years and the appointment term is expiring on the conclusion of ensuing AGM. Your Board of Directors has proposed to reappoint M/s. Prabhashankar & Co., for a period of 3 years from the conclusion of 77th Annual General Meeting till the Conclusion of 80th Annual General Meeting. Pursuant to Section 141 of the Act, the auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. The resolution for reappointment of statutory auditors forms part of Notice of 77th AGM.

Auditors Report:

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Auditors Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

Branch auditor:

M/s. BMS Auditing, Chartered Accountants, UAE were reappointed as the auditors for conducting audit of sales office at Ajman, UAE. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has proposed to appoint, M/s. BMS Auditing, Chartered Accountants, as auditors for conducting audit of sales office at Ajman, UAE and to hold the office from the conclusion of 77th Annual General Meeting until the conclusion of 78th Annual General Meeting of the Company subject to the approval of the members of the Company.

Internal auditor:

The Company has appointed B K Ramadhyani & Co. LLP, Chartered Accountants (LLP Registration no.AAD-7041), Bengaluru as its internal auditors for the year 2023-24.

Cost auditor:

M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration no. 000065), were appointed as cost auditors of the Company for the financial year ended March 31, 2024. The Board of Directors of your Company has fixed 450,000/- (Rupees Four Lakhs Fifty Thousand only) as audit fees, which requires ratification by the members of the Company in terms of the applicable provisions of the Companies Act, 2013. Accordingly, a resolution seeking members approval has been set forth in the notice of the 77th Annual General Meeting of the Company.

Disclosure under section 148(1) of the Companies Act, 2013:

During the period under review, the Company has conducted the audit of cost records and maintained the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Secretarial auditor:

M/s. S P Ghali & Co., Company Secretaries, Belgaum were appointed as secretarial auditors of the Company to conduct secretarial audit for the financial year 2023-24 in terms of the provisions of Section 204 of the Companies Act, 2013. The audit report is enclosed as Form MR - 3.

Explanations or comments on auditors qualifications / adverse remarks / emphasis on matters: a. The Company has made representation to the stock exchanges vide., its letter no. Sect./72/2023-24 dated November 10, 2023 regarding clarification for delay in intimation and also the Company has paid the fine to both the stock exchanges. b. The subsidiaries are taking active steps to repay the dues of the Company, from collection of book debts assigned and from disposal of immovable properties transferred apart from debts transferred as referred in the auditors qualification. The Board of directors is confident of realization of entire amounts due from the Subsidiaries or realizing much more amount from the sale of immovable properties. c. The Company is in the process of completing the review and reconciliation of receivables / book debts and in our opinion any further provision required will not have material impact on the financial results of the Company and we are confident of realizing the book debts

The detailed Companys explanation thereto has been given in the relevant notes to accounts.

Secretarial Standards:

During the financial year 2023-24, the Company has complied with provisions of applicable Secretarial standards issued by the Institute of Company Secretaries of India.

Reporting of Fraud by Auditors:

During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any material fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Management Discussion and Analysis:

The Management Discussion and Analysis Report ("MDAR") for the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of the SEBI Listing Regulations is appended hereto as Annexure III and forms part of this report.

Details in respect of adequacy of internal financial controls with reference to the financial statement:

The Company has a robust system of internal financial control, which is in operation. The internal financial controls have been documented, digitized and embedded in the day to day affairs of the business process of the Company. The effectiveness of the internal financial controls are obtained through management reviews at regular intervals, assessments, monitoring by the functional experts as well as auditing of the internal control systems by the internal auditors during the course of their audits. We believe that these systems provide better assurance that our internal financial control systems are well designed and are operating effectively.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

Your Companys corporate governance report for the financial year 2023-24 is appended to this annual report. A certificate on the status of compliance on corporate governance is also appended and forms part of this annual report.

Prevention of Sexual Harassment at Workplace:

Your Company has zero tolerance policy in case of sexual harassment at workplace and committed to provide a healthy environment to each and every employee of the Company. Your Company has in place Policy on Sexual Harassment Redressal and all employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company has complied with the provisions of section 11(3) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘the POSH Act) relating to the constitution of Internal Complaints Committee and in terms of section 22 of ‘the POSH Act read with Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Rules, 2013, we report as follows for the year ended on March 31, 2024:

Sl. No	Particulars	Status
1	No of complaints received in the year	Nil
2	No of complaints disposed o in the year	Nil
3	Cases pending for more than 90 days	Nil
4	No of workshops and awareness programme(s) conducted in the year	4
5	Nature of action by employer or District o ce, if any	Nil

Participation and voting at 77th AGM:

Pursuant to Circular nos. 14/2020, 17/2020, 20/2020, 02/2021, 10/2022 & 09/2023 dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021, December 28, 2022 & September 25, 2023 respectively issued by Ministry of Corporate Affairs and Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 issued by SEBI, the 77th AGM of the Company will be held through VC/OAVM. Electronic copy of the Annual Report for the year ended March 31, 2024 and Notice of the AGM are being sent to all the members electronically whose email IDs are registered with the Company / Depository Participants(s) for communication purposes. A copy of the notice of the AGM and annual report are also available for download from the website of the Company at www.kirloskarelectric.com.

Disclosure with respect to compliance to SEBI Listing Regulations, as amended from time to time:

The details with respect to Compliance with the SEBI Listing Regulations during the year are contained in the Corporate Governance Report which forms part of the annual report.

Corporate Insolvency Resolution Process (CIRP):

The Company received two petitions for initiation of Corporate Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 which were filed before the National Company Law Tribunal (NCLT), Bengaluru Bench against the Company on November 24, 2023. Subsequently, both the petitions were dismissed by the NCLT, Bengaluru Bench vide., orders dated May 20, 2024. Appeals against both the orders of the NCLT Bengaluru Bench were filed before the National Company Law Appellate Tribunal, Chennai on June 18, 2024. The necessary disclosures have been made to the stock exchanges from time to time. The aforesaid alleged claims are already been disputed by the Company and is the subject matter of pending proceedings filed by the Company before the Additional City Civil and Sessions Court, Bangalore.

Acknowledgements:

The Board of Directors takes the opportunity to express its sincere appreciation for the continued support and confidence received from the Companys bankers, customers, suppliers, depositors and the shareholders.

The Company considers its employees as its most valuable asset. Employees at all levels have put in their best to the services of the Company and the Board puts on record the sincere appreciation of their dedication and loyalty.

	By the order of the Board of Directors
	For Kirloskar Electric Company Limited
	Sd/-
	Vijay R Kirloskar
Place: Bengaluru	Executive Chairman
Date: 06.08.2024	DIN: 00031253