Kirloskar Industries Ltd Directors Report

For Financial Year 2024-25

To The Members,

The Directors have pleasure in presenting this 31^st Annual Report with the Audited Annual Accounts of the Company for the year ended 31 March 2025.

I. FINANCIAL PERFORMANCE (STANDALONE):

(Rs. in Crores)

Particulars	2024-2025	2023-2024
Total Income	120.57	133.51
Total Expenditure	25.99	31.42
Profit before exceptional items and taxation	94.58	102.28
Profit before taxation	101.57	102.28
Provision for tax (including Deferred Tax)	23.25	27.65
Net Profit	78.32	74.63
Balance of Profit / (Loss) from previous year	1,016.68	952.64
Less: Re-measurement of defined benefit plans (net of Taxes)	(0.17)	0.29
Profit available for appropriation	1,063.02	1,027.56
Dividend paid on equity shares:
Final Dividend	12.94	10.88
Balance carried to Surplus in Statement of Profit and Loss	1,050.08	1,016.68

II. DIVIDEND:

Your Directors recommend 130 % dividend, i.e., Rs. 13 per equity share of Rs. 10 each (Previous year dividend 130%, i.e., Rs. 13 per equity share of Rs. 10 each) for the Financial Year ended 31 March 2025.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, including amendments thereunder, the Company has adopted the Dividend Distribution Policy. A copy of the same is available at the website of the Company, viz.www.kirloskarindustries.com.

III. CLASSIFICATION OF THE COMPANY AS AN UNREGISTERED CORE INVESTMENT COMPANY:

The Company is an ‘Unregistered Core Investment Company (CIC) regulated by the Reserve Bank of India (RBI), which cannot access public funds and is complying with all the regulations required for an ‘Unregistered CIC.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. OPERATIONS OF THE COMPANY:

The Company is an unregistered Core Investment Company and continues to hold investments in group companies.

REAL ESTATE ACTIVITIES:

The Company owns lands and buildings thereon and apartments and offices in Pune, New Delhi and Jaipur. The Company has given most of these lands, buildings and offices on a leave and license basis to group companies and other occupants. The Company is making efforts to optimize revenue from these licensed properties.

During the year under review, the Company generated revenue amounting to Rs. 20.89 Crores from its leased properties (H 27.40 Crores as on 31 March 2024).

Avante Spaces Limited (Avante), a Wholly-Owned Subsidiary of the Company, achieved a significant milestone with the successful delivery of its maiden commercial project, ‘One Avante, (the Project), situated in Kothrud, Pune. The Project received the Occupancy Certificate (OC) for all floors, marking the formal completion. This achievement reflects Avantes commitment to timely execution and quality delivery in its foray into real estate.

During the year under review, the Company has further advanced Rs. 69.20 Crores (net) as an unsecured loan to Avante for its real estate business.

WINDMILLS:

In line with the Companys strategic objective to focus on its core real estate business and that of its Wholly-Owned Subsidiary, and with the aim of optimising returns on its investment portfolio, the Company has divested its windmill business on a going-concern basis to ISMT Limited.

Pursuant to the Scheme of Arrangement and Merger under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Honble National Company Law Tribunal, Mumbai Bench, vide its order dated 24 July 2024, approved the amalgamation of ISMT Limited ("Transferor Company") with Kirloskar

Ferrous Industries Limited ("Transferee Company"), along with their respective shareholders.

Upon the Scheme becoming effective on 8 August 2024, the business undertakings and operations of the Transferor Company, including the windmill business, have been transferred to and vested in the Transferee Company. Subject to receipt of the requisite statutory approvals and permissions, the windmill business shall henceforth be operated and managed by Kirloskar Ferrous Industries Limited.

Pending completion of the necessary formalities, the windmill business has been classified as a discontinuing operation in accordance with applicable Accounting Standards.

During the year under review, the Wind Energy Generators (WEGs) have generated net wind energy of around 0.96 Crores units of electricity in the period under review as against 0.91 Crores units of electricity in the previous year, showing an increase of approximately 5.50% over the previous year.

During the year under review, the Company has also sold 7,122 RECs, which has resulted in revenue of Rs. 0.08 Crores (previous year Rs. 0.01 Crores). The Company is holding 20,123 unsold RECs as on 31 March 2025.

OTHERS:

The Company continues to invest its surplus funds in fixed deposits and mutual funds. These investments stood at Rs. 218.16 Crores as on 31 March 2025 (Previous year Rs. 161.94 Crores). During the year under review, the Company has deployed part of the funds towards the real estate business, either directly or through its subsidiaries.

B. RAISING OF FUNDS THROUGH PREFERENTIAL ALLOTMENT

The members of the Company, by way of Special Resolution passed through Postal Ballot on 29 March 2023, approved the allotment of 4,55,580 Warrants convertible into equity shares of the Company, as set out in the Notice of Postal Ballot dated 27 February 2023, read with Corrigendum dated 15 March 2023. The said Warrants were allotted to Mr. Atul Kirloskar and Mr. Rahul Kirloskar (Allottees), in equal proportion of 2,27,790 Warrants each, at an issue price of Rs. 2,195 per Warrant.

Subsequently, upon receipt of the requisite approvals, the Stakeholders Relationship Committee, at its meeting held on 27 April 2023, allotted 4,55,580 Warrants convertible into an equivalent number of equity shares of the Company, following the receipt of 25% of the total consideration from the Allottees. The proceeds from the preferential issue were utilised in accordance with the objects stated in the explanatory statement annexed to the Postal Ballot Notice.

During the year under review, upon the receipt of the balance 75% of the consideration amounting to Rs. 37,49,99,050 each from the Allottees on 20 September 2024, the Stakeholders Relationship Committee, at its meeting held on 26 September 2024, approved the allotment of 4,55,580 equity shares of face value Rs. 10 each, fully paid-up, to Mr. Atul Kirloskar and Mr. Rahul Kirloskar, Promoters of the Company, upon conversion of an equivalent number of Warrants earlier allotted to them on a preferential basis.

These equity shares rank pari-passu in all respects with the existing equity shares of the Company, including entitlement to dividend, if any.

C. COMPANY PERFORMANCE:

During the year under review, your Company earned a total income of Rs. 120.57 Crores (previous year Rs. 133.51 Crores).

During the year under review, the Company received a total dividend of Rs. 62.80 Crores (previous year Rs. 60.07 Crores) declared by the investee companies.

The Profit Before Tax (PBT) is at Rs. 101.57 Crores (previous year Rs. 102.28 Crores). The increase in the PBT is due to an exceptional item i.e., reversal of charges amounting to Rs. 6.10 Crores on account of unvested ESAR.

D. HUMAN RESOURCES:

Mr. Mahesh Chhabria ceased to be the Managing Director of the Company with effect from the close of business hours on 31 March 2025, upon his early retirement. He also resigned as a director on the Board of the Company with effect from the close of business hours on the same date.

As on 31 March 2025, the Company had 35 employees on its rolls, as compared to 34 employees in the previous year. This includes employees of Avante Spaces Limited, a Wholly-Owned Subsidiary of the Company. The employee count also includes the Managing Director (up to 31 March 2025) and the Executive Director of the Company.

E. KIRLOSKAR INDUSTRIES LIMITED – EMPLOYEES STOCK APPRECIATION RIGHTS PLAN 2019:

The ‘Kirloskar Industries Limited – Employees Stock Appreciation Rights Plan 2019 (KIL ESARP 2019) was introduced in accordance with the SEBI guidelines for the employees of the Company and its subsidiaries. The Company obtained in-principle approval for the KIL ESARP 2019 from the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) on 3 December 2020 and 19 January 2021, respectively.

During the Financial Year 2023 - 2024, the members of the Company approved the amendment to the KIL ESARP 2019, by creating 3,00,000 additional Employees Stock Appreciation Rights (ESARs) grant from 4,85,000 ESARs to 7,85,000 ESARs to the existing ESAR pool, by special resolution through Postal Ballot on 30 April 2023. The Company also obtained in-principle approval for the amendment to the KIL ESARP 2019 from BSE and NSE on 3 July 2023.

KIL ESARP 2019 is administered by the Nomination and Remuneration Committee of the Board of Directors of the Company.

KIL ESARP 2019 is in compliance with the applicable provisions of the Companies Act, 2013, and its Rules, SEBI (Share Based Employees Benefits) Regulations 2014, read with, SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, (hereinafter referred to as Employee Benefits Regulations) and other applicable Regulations. A certificate from Mr. Mahesh J. Risbud, Practicing Company Secretary, (FCS 810 CP 185), Pune, Secretarial Auditors of the Company, confirming that the KIL ESARP 2019, has been implemented in accordance with Employees Benefits Regulations and the Special Resolution(s) passed by the members of the Company through Postal Ballot on 29 December 2019, and amendment thereto passed by the Board on 3 February 2022 to bring it in consonance with the Employees Benefits Regulations. KIL ESARP 2019 was further amended by special resolutions passed by the members through a postal ballot held on 30 April 2023. A copy of the same will also be available for inspection at the Companys Registered Office.

Pursuant to the KIL ESARP 2019, the Company has, till date, granted a total of 7,25,498 ESARs, comprising 4,84,498 ESARs at an exercise price of Rs. 500 per ESAR and 2,41,000 ESARs at an exercise price of Rs. 1,800 per ESAR. These ESARs were granted to eligible employees, including the Managing Director, the Executive Director, a Non-Executive Director of the Company, and employees of Avante Spaces Limited, a Wholly-Owned Subsidiary of the Company.

In accordance with the terms of the KIL ESARP 2019, the ESARs shall vest after a minimum period of one year and within a maximum period of four years from the date of grant.

During the year under review, 640 unvested ESARs (issued at an exercise price of Rs. 500 per ESAR) and 1,96,000 unvested ESARs (issued at an exercise price of Rs. 1,800 per ESAR) were forfeited due to the resignation or early retirement of identified employees. These forfeited ESARs have been returned to the ESAR pool.

In view of the above, the total granted ESARs have been reduced by 1,96,640 unvested ESARs, which are forfeited, bringing the total number of granted ESARs to 5,28,858 from 7,24,858 under KIL ESARP 2019.

Details of KIL ESARP 2019, as required under Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014, read with Regulation 14 of Employees Benefits Regulations, as on 31 March 2025, are set out in ‘Annexure I to this Report and are available on the Companys website at www.kirloskarindustries.com.

F. CAPITAL STRUCTURE

During the year under review, the Company allotted a total of 29,912 equity shares of Rs. 10 each to eligible employees, including the Managing Director, and employees of Avante Spaces Limited, a Wholly-Owned Subsidiary of the Company, pursuant to the ‘Kirloskar Industries Limited – Employees Stock Appreciation Rights Plan 2019 (KIL ESARP 2019).

Additionally, the Company allotted 2,27,790 equity shares of Rs. 10 each to Mr. Atul Kirloskar and 2,27,790 equity shares of Rs. 10 each to Mr. Rahul Kirloskar, on the conversion of warrants into equity share capital of the Company.

Consequent to these allotments, the Issued and Subscribed Share Capital of the Company increased from 99,27,584 equity shares of Rs. 10 each to 1,04,13,076 equity shares of Rs. 10 each, and the Paid-up Share Capital increased from 99,27,553 equity shares of Rs. 10 each to 1,04,13,045 equity shares of Rs. 10 each.

As at 31 March 2025, the Paid-up Share Capital of the Company stood at Rs. 10,41,30,450, comprising 1,04,13,045 equity shares of Rs. 10 each.

G. CONCERNS AND THREATS:

The Board of Directors has constituted a Risk Management Committee (the Committee) to identify the risks, mitigate the same and monitor the development and deployment of risk mitigation action plans for the businesses of the Company.

The Company has deployed a risk management process that includes risk identification, assessment and its treatment, mitigation, monitoring, and reviewing actions. The Company prioritises and manages the risks identified through its Risk Registers.

The Committee regularly presents the risk assessment and mitigation procedures adopted to assess the reliability of the risk management structure and efficiency of the process before the Audit Committee and the Board of Directors of the Company at their respective meetings.

The Committee meets every quarter, discusses all the mapped risks, evaluates future risks and reviews the mitigation plan for the identified risks for all business segments.

H. PROSPECTS:

We continue to evaluate opportunities to invest in our group companies and deploy capital to support their investment plans and / or improve our stakes in those Companies.

The real estate sector, our core focus area going forward, has performed remarkably in the last financial year and with benign inflation environment and reducing interest regime, should further support the real estate sector. We see marked improvement in the prospects of real estate as volume and pricing is witnessing an uptick across geographies. While commodity price inflation and availability of labour continue to be a risk, we believe the improving demand scenario bodes well for our real estate business.

The sector is likely to continue to strengthen in the quarters ahead and we will be focused on opportunities for the development of own land parcels and new project acquisitions. A consolidation in the real estate sector is expected to continue, leading to an increase in the market share of corporate and/or organised players such as your Company.

Your company will be guided by superior long-term shareholder value growth in all its endeavours by maximising returns through timely execution, optimal financing and fiscal discipline.

I. INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY:

The Company has in place an adequate internal controls system to ensure operational efficiency, accuracy, and promptness in financial reporting and compliance with various laws and regulations.

The internal controls system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

J. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates, and expectations may constitute ‘forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

K. SEBI REGULATIONS AND LISTING FEES

The annual listing fees for the year under review have been paid to the BSE Limited and the National Stock Exchange of India Limited, where your Companys shares are listed.

L. DETAILS OF MATERIAL SUBSIDIARY:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Regulations), Kirloskar Ferrous Industries Limited (KFIL) is a material subsidiary of the Company. As on 31 March 2024, the Company held 50.68% of the total shareholding in KFIL.

Pursuant to the Scheme of Arrangement and Merger of ISMT Limited ("Transferor Company") with Kirloskar Ferrous Industries Limited ("Transferee Company") and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Scheme became effective on 8 August 2024. On the Scheme coming into effect, the percentage holding of the Company in KFIL stood at 46.08%.

Pursuant to the provisions of Section 2(87) of the Companies Act, 2013 and the Indian Accounting Standards, the Audit Committee and the Board of Directors of the Company in their respective meetings held on 14 August 2024, noted that, upon the Scheme becoming effective, KFIL would continue to be a subsidiary of the Company. Accordingly, the financial statements of KFIL will continue to be consolidated with those of the Company, in compliance with applicable accounting standards and regulatory requirements.

As on date, the Company holds 46.01% of the total shareholding of KFIL.

During the year under review, KFIL has not sold / disposed off and leased assets more than 20% of its assets.

M. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

The Honble National Company Law Tribunal, Mumbai vide its Order dated 24 July 2024, has sanctioned the Scheme of Arrangement and Merger of ISMT Limited (Transferor Company) with Kirloskar Ferrous Industries Limited (Transferee Company) and their respective shareholders pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, ("Scheme").

After filing the certified true copy of the aforesaid Order along with a copy of the Scheme with the Registrar of Companies, Pune on 8 August 2024, the Scheme had become operative effective from 1 April 2023 (Appointed Date). In terms of the Scheme, ISMT Limited stands merged into and with KFIL with effect from 8 August 2024.

The Company has the following subsidiaries as on 31 March 2025:

1. Avante Spaces Limited, a Wholly-Owned Subsidiary Company;

2. Kirloskar Ferrous Industries Limited (KFIL), Subsidiary Company;

3. Oliver Engineering Private Limited, a subsidiary of the subsidiary company (a subsidiary of KFIL);

4. ISMT Enterprises SA, Luxembourg, a subsidiary of the subsidiary company (a subsidiary of KFIL);

5. Structo Hydraulics AB, Sweden, a subsidiary of the subsidiary company (a subsidiary of KFIL); (under liquidation)

6. ISMT Europe AB, Sweden, a subsidiary of the subsidiary company (a subsidiary of KFIL); (under liquidation)

7. Tridem Port and Power Company Pvt Ltd, a subsidiary of the subsidiary company (a subsidiary of KFIL);

8. Nagapattinam Energy Pvt Ltd, a subsidiary of the subsidiary company (a subsidiary of KFIL);

9. Best Exim Pvt Ltd, a subsidiary of the subsidiary company (a subsidiary of KFIL);

10. Success Power and Infraprojects Pvt Ltd, a subsidiary of the subsidiary company (a subsidiary of KFIL);

11. Marshall Microware Infrastructure Development Company Pvt Ltd, a subsidiary of the subsidiary company (a subsidiary of KFIL); and

12. Adicca Energy Solutions Private Limited (a subsidiary of KFIL)

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with IND AS 110, issued by the Ministry of Corporate Affairs, form part of this Annual Report. A statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statements of the Company in Form AOC-1.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 and its Rules thereof including amendments thereunder, the Financial Statements along with relevant documents of the Company and its subsidiaries, are available on the Companys website, viz., www.kirloskarindustries.com.

The Financial Statements of the subsidiaries and related detailed information will be kept for inspection by any member at the Companys Registered Office and will also be made available to the members on demand, at any point of time.

BRIEF HIGHLIGHTS OF BUSINESSES OF SUBSIDIARY COMPANIES: AVANTE SPACES LIMITED: Project Update – One Avante

Avante Spaces Limited (Avante) has successfully delivered its first commercial project, ‘One Avante (the Project), located in Kothrud, Pune. The Project was completed well within the estimated cost, marking a major milestone in the Companys commercial real estate journey. ‘One Avante is an IGBC Platinum and LEED Gold pre-certified building, highlighting our focus on sustainability as one of the core pillars of the business.

The asset and facility operations for the building is outsourced to the asset and facility management agency under the supervision of Avante Management. The focus for the team is to operate the asset safely, efficiently and sustainably. Efforts are being made to increase occupant satisfaction, optimise operating costs and prolong asset lifecycle. The team is deeply committed to sustainability, integrating eco-friendly practices across all operations.

Ongoing Development – Mixed-Use Project, Kothrud

Avante is currently focused on the construction and timely delivery of its second project, a mixed-use development of approximately 2 million sq.ft. built-up area located on the same campus in Kothrud, Pune.

The project is progressing as per timelines and will conclude on schedule.

The project is targeting to achieve prestigious sustainability certifications - IGBC Platinum and LEED Gold. On completion, this project is envisioned to redefine the Kothrud area of Pune by transitioning it from a prime residential locality into a dynamic Business District for commercial spaces.

Avante is providing certain amenities and facilities in One Avante building and has generated revenue which is recognised in the Audited Financials. The profit (loss) before tax for the year under review stood at ( Rs. 1.89) Crores.

KIRLOSKAR FERROUS INDUSTRIES LIMITED:

Kirloskar Ferrous Industries Limited (KFIL) is in the business of manufacture of pig iron and castings and has its manufacturing facilities located at Bevinahalli village and Hiriyur in Karnataka and Solapur in Maharashtra.

During the year under review:

KFIL achieved Net Sales of Rs. 6,566.26 Crores as compared to Rs. 6133.90 Crores in the previous year. The Profit Before Tax for the year under review stood at Rs. 432.14 Crores as compared to Rs. 476.83 Crores of the previous year.

KFIL sold MT 5,11,788 of pig iron valued at Rs. 2,078 Crores during the Financial Year 2024–2025 as compared to 4,18,601 MT of pig iron valued at Rs. 1,805 Crores in the previous financial year. Production of pig iron for the financial year increased by 22 percent as compared to the previous year. It was mainly on account of the operation of all three mini blast furnaces throughout the financial year. All the pig iron produced during the financial year was sold and optimum level of inventory was maintained.

KFIL sold 1,32,242 MT of castings aggregating to Rs. 1,654 Crores during the Financial Year 2024–2025 as compared to 1,20,018 MT castings aggregating to Rs. 1,508 Crores for the previous Financial Year. During the financial year, production of castings increased by 10 percent as compared to the previous year. The Company continued to maintain the market leadership position in the domestic castings business. Demand for the castings was good throughout the financial year.

KFIL sold 1,68,804 MT of Tubes valued at Rs. 2,103 Crores in the Financial Year 2024–2025 as compared to 1,56,487 MT of Tubes valued at Rs. 2,065 Crores in the previous Financial Year.

KFIL sold 73,002 MT of Steel valued at Rs. 541 Crores in the financial year 2024–2025 as compared to 69,605 MT of Steel valued at Rs. 534 Crores in the previous Financial Year.

Operational performance of KFIL: Pig Iron

During the year under review, limited availability of quality iron ore and increased capacity of peer steel producers led to increased demand of iron ore, resulting in higher prices. The average landed price of the Iron ore was fluctuating between Rs. 6,700 per MT to Rs. 7,200 per MT for iron ore lumps and between Rs. 6,200 per MT to Rs. 7,000 per MT with respect to iron ore fines.

With the commissioning of the oxygen plant, the consumption of pulverized coal injection has increased and thereby reducing the consumption of coke and lowering overall manufacturing costs.

Operations of ‘Kirloskar Bharat Mines have resumed after obtaining necessary regulatory clearances and dispatches of iron ore have commenced from December 2024. Blended average coal price was around USD 220 per metric tonne during the financial year.

Castings

KFIL continuously worked on developing new products, reduction in operational costs and also increasing the machining and proto business at both locations.

Tubes

During the financial year, KFIL continued its aggressive push to grow the OCTG and boiler segment businesses with key customers registering over 36 percent and 14 percent volume growth over the previous year. KFIL sold over 10,000 MT of premium connections to the oil majors in India and will continue its efforts to service such market needs going forward.

Steel

KFIL is progressing well on increasing customer base, retention and growth aligned to the strategic goals. KFIL has also installed an auto UT line to serve discerning customers in the bearings industry with an investment of over Rs. 15 Crores. KFIL is also in active engagement with few European Union customers for supply of steel.

Finance costs

During the year, term loans have been borrowed at competitive rates for financing capex requirements. KFIL focused on optimizing finance costs and efficiently managing working capital to control the finance costs. By regular monitoring movement in the exchange rates and taking forward covers, the impact of the exchange fluctuations risk was minimised.

Update on customers

During the year under review, KFIL was successful in increasing the share of business from current customers and developed new products to meet the requirements of customers. Supply of machined castings was increased and new orders were received for the supply of castings in machined condition. Discussions are in progress with new potential customers to cater castings requirements.

With regard to the tube segment, sales of high alloy boiler tubes have increased to customers in public sector undertakings and KFIL has also re-energised the trade business with a view to have improved regional representation and market penetration.

Update on Projects

Following major projects were completed during the financial year under review:

1. 70 MW solar plant commissioned at Jalna, Maharashtra.

2. VPSA oxygen plant commissioned for mini blast furnaces at Koppal, Karnataka.

3. Dispatch of iron ore commenced from Kirloskar Bharath Mines.

4. De-bottlenecking projects.

Following major projects are in progress during the financial year under review:

1. Moulding Line (phase II) at Solapur plant for enhancing production capacity of castings by 20,000 MT per annum.

2. 30 MW solar plant (Phase II) at Jalna, Maharashtra.

3. 12.6 MW Wind Mill at Sambhajinagar, Maharashtra.

4. Fume extraction system at Jejuri plant.

5. Expansion of machining capacity based on customer requirements.

6. De-bottlenecking projects.

The Board of Directors of KFIL declared an interim dividend of Rs. 3 (60%) per equity share on 14 February 2025 and paid on 3 March 2025.

The Board of Directors of KFIL, in its meeting held on

9 May 2025, has also recommended a final dividend of Rs. 2.50 (50%) per equity share for the Financial Year ended 31 March 2025.

Accordingly, the total dividend (inclusive of the interim dividend declared and paid) for the Financial Year 2024-2025 is 110%.

N. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefor:

Sr. No. Particulars	Ratio as on 31 March 2025	Ratio as on 31 March 2024	% of Change	Explanations, if any
i. Current Ratio	12.62	9.02	39.91%	Refer Note No. 1
ii. Debt Equity Ratio	-	-	-	Refer Note No. 2

Notes:

1. The Companys asset have gone up where the liabilites are stable.

2. The Company does not have any borrowings.

There are no sector-specific equivalent ratios for disclosure by the Company.

O. RETURN ON NET WORTH:

Details of change in return on net worth as compared to the immediately previous Financial Year as follows:

Sr. No. Particulars	Ratio as on 31 March 2025	Ratio as on 31 March 2024	% of Change	Explanations
i. Net worth	5.15%	5.24%	(1.75%) -

V. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

1. EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92(3) read with the provision of Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA), for the Financial Year 2023-2024, is available on the website of the Company, viz., www.kirloskarindustries.com and the Annual Return for the Financial Year 2024-2025, will be made available on the website of the Company once it is filed with the MCA

2. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, five (5) Board Meetings were convened and held, the details of which form part of the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013, in respect of Directors Responsibility Statement, your Directors state that:

a) in the preparation of the Annual Financial Statements for the year ended 31 March 2025, the applicable accounting standards had been followed and there were no material departures;

b) accounting policies as mentioned in Note No. 2 of the Notes forming part of the Financial Statements have been selected and applied consistently. Further, judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2025 and of the Profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

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

4. A STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (7) of the Companies Act, 2013, and Rules thereunder including amendments thereto and Regulation 16 (1) (b) and 25 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereto and also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Further, pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto, all Independent Directors confirmed that they have enrolled their name in the data bank with the Indian Institute of Corporate Affairs, New Delhi, India, within prescribed time period.

In the opinion of the Board, each of the Independent Director appointed / re-appointed during the year under review possess requisite integrity, expertise, and experience for acting as an Independent Director of the Company.

The Company has laid down a Code for the Board of Directors and Senior Management of the Company(Code of Conduct). The Code of Conduct is available on the Companys website, viz., www.kirloskarindustries.com.

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct.

5. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination and Remuneration Committee, adopted a policy for the selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.

The Nomination and Remuneration Policy is available on the website of the Company, viz., www. kirloskarindustries.com.

6. AUDITORS:

a. Statutory Auditors:

Kirtane and Pandit LLP, Chartered Accountants, (Firm Registration Number 105215W), Pune, were appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013, (the Act), to hold office for a term of five years from the conclusion of the Annual General Meeting (AGM) held on 10 August 2021, till the conclusion of the AGM of the Company, to be held in the year 2026.

The Company has received a certificate from the Statutory Auditors to the effect that they are fulfilling requirements prescribed under the provisions of Section 141 of the Act.

b. Cost Auditors:

Pursuant to the Companies (Cost Records and Audit) Rules, 2014, dated 31 December 2014, the Company was not required to audit cost records for the Financial Year 2024-2025.

c. Secretarial Auditors:

i) Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed Mr. Mahesh J. Risbud, Practicing Company Secretary, (FCS 810 CP 185), Pune, to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed as ‘Annexure II to this Report.

Mr. Mahesh J. Risbud, Practising Company Secretary, Pune, has submitted the Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8 February 2019 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued thereunder, for the Financial Year 2024-2025.

ii) Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Section 204 of the Companies Act, 2013 ("the Act"), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors, at their respective meetings, have approved and recommended the appointment of M. J. Risbud & Co., Practising Company Secretaries, a Peer Reviewed Proprietorship firm of Mr. M J. Risbud, (Membership No. F810, Certificate of Practice No. 185 and UIN - S1981MH000400), Peer Review Certificate No. 1089/2021 dated 9 February 2021 valid for 5 years, as the Secretarial Auditor of the Company.

The proposed appointment is for a period of five (5) consecutive years, commencing from the conclusion of the 31st Annual General Meeting (AGM) until the conclusion of the 36th AGM of the Company. Accordingly, M. J. Risbud & Co., Practising Company Secretaries, shall undertake the Secretarial Audit of the Company for the financial years ending from 31 March 2026 through 31 March 2030 (both inclusive).

M. J. Risbud & Co., have given their consent to act as Secretarial Auditor of the Company and confirmed that their aforesaid appointment (if approved) would be within the prescribed limits specified by the Institute of Company Secretaries of India, under the Act and Rules made thereunder and the Regulations. Furthermore, in terms of the Regulations, M. J. Risbud & Co., has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and holds a valid peer review certificate.

M. J. Risbud & Co., has also confirmed that they are not disqualified to be appointed as Secretarial Auditor in terms of provisions of the Act and Rules made thereunder and the Regulations.

Further details regarding his appointment are provided in the Notice convening the 31st AGM of the Company.

7. MAINTENANCE OF COST RECORDS:

Pursuant to the Companies (Cost Records and Audit) Rules, 2014, dated 31 December 2014, the Company was not required to maintain cost records relating to the Electricity Industry (Windmill) in Form CRA – 1 for the Financial Year 2024-2025.

8. EXPLANATION OR COMMENTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report or by the Practicing Company Secretary in the Secretarial Audit Report for the year ended 31 March 2025.

The notes to the Accounts referred to in the Auditors Reports are self-explanatory and therefore no further clarifications are required.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, your Company has given a loan of Rs. 69.2 Crores (Total Rs. 265.42 Crores inclusive interest receivable of Rs. 4.77 Crores) to Avante Spaces Limited (Avante), a Wholly-Owned Subsidiary of the Company. Your Company has not granted any guarantee.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts or arrangements entered into by the Company with related parties have been done at arms length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related party disclosures as per the Indian Accounting Standard 24 (IND AS 24) have been provided in Note No. 41 to the Financial Statements.

None of the related party transactions entered into by the Company were materially significant, warranting members approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder. The Policy on related party transactions is available on the website of the Company, viz. www.kirloskarindustries.com.

The Company also discloses related party transactions on a half-yearly basis, in the prescribed format with the Stock Exchange(s).

11. STATE OF COMPANYS AFFAIRS:

Discussion on the state of the Companys affairs has been covered in the Management Discussion and Analysis Report.

12. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

The particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

13. MATERIAL CHANGES AND COMMITMENTS, BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF THE REPORT:

There have been no material changes and commitments 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 relate and the date of this Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:

A. Conservation of Energy and Technology Absorption:

The Company has no particulars to report regarding the conservation of energy and technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereof including amendments thereunder.

B. Foreign exchange earnings and outgo:

( Rs. in Crores)

Particulars	Amount
Foreign exchange earnings	Nil
Foreign exchange Outgo	Nil

15. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk-mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, the Audit Committee, and the Board of Directors of the Company from time to time.

The risk management process works at various levels across the organisation. It is an ongoing process and forms an integral part of management focus.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company has been carrying out Corporate Social Responsibility (CSR) activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013, and the Companies (CSR Policy) Rules, 2014.

The Annual Report on CSR activities includes details about the CSR policy developed and implemented by the Company. CSR initiatives taken during the year are annexed as ‘Annexure III to this Report.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a performance evaluation of its own performance and that of its committees and individual Directors. Performance evaluation has been carried out as per the criteria prescribed by the Nomination and Remuneration Committee of the Board of Directors of the Company.

18. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES:

Name and Registered Office of the Subsidiary Company	% Holding	Particulars	2024-2025 (Rs. in Crores)
Avante Spaces Limited, One Avante, Level 14, Karve Road, Kothrud, Pune 411 038	100	Total income	5.18
		Profit / (Loss) before tax	(0.18)
		Tax expenses (including deferred tax)	1.71
		Profit / (Loss) for the year	(1.89)
		Other comprehensive income for the year	0.46
		Total comprehensive income for the period	(1.43)
		Profit / (Loss) brought forward from the previous year	67.02
		Final Dividend paid on equity shares	-
		Tax on above Dividend	-
		Profit / (Loss) available for appropriation	65.59
		Transfer to General Reserves	-
		Balance carried to surplus / (deficit) in the Statement of Profit and Loss	65.59

 

Name and Registered Office of the Subsidiary Company	% Holding	Particulars	2024-2025 (Rs. in Crores) (Standalone)
Kirloskar Ferrous Industries Limited, One Avante, Level 5, Karve Road, Kothrud, Pune 411038	46.01	Total income	6,628.60
		Profit before tax	432.14
		Tax expenses	114.86
		Profit for the year	317.28
		Other comprehensive income for the year	(10.73)
		Total comprehensive income for the period	306.55
		Profit brought forward from the previous year	1,495.36
		Final Dividend paid on equity shares	(41.13)
		Interim dividend paid on equity shares	(49.38)
		Payment of interim dividend by ISMT Limited	-
		Transfer to General Reserves	(5.00)
		Balance carried to surplus in the Statement of Profit and Loss	1,707.65

 

Name and Registered Office of the Associate Company	% Holding	Particulars	2024-2025 (Rs. in Crores)
# Kirloskar Brothers Limited, Yamuna, S. No. 98/3, to 7, Plot No. 3, Baner, Pune 411 045	23.91	Total income	2,901.4
		Other income	40.8
		Total income	2,942.2
		Profit before taxation and exceptional items	336.5
		Exceptional items	(10.8)
		Tax expenses	85.2
		Profit for the period	262.1
		Other comprehensive income	(4.14)
		Surplus in Profit and Loss Account brought forward from previous year	Not available
		Dividend paid on equity shares	Not available
		Available surplus	Not available

Note:

# The Company does not have significant influence on Kirloskar Brothers Limited (KBL) as it does not participate in the management and / or financial decisions of KBL. As such KBL is not an Associate Company of the Company under the IND AS 24 and as such its financials are not included in the Consolidated Financial Statements of the Company. The aforesaid information is obtained from the website of KBL for the quarter and year ended 31 March 2025.

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

In Financial Year 2024-2025, there was no change in the nature of business of the Company.

20. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors appointed / re-appointed during the year:

During the year under review, Mr. Vinesh Kumar Jairath, Non–Executive Director of the Company was reappointed with effect from 25 September 2024, subject to retirement by rotation.

Key Managerial Personnel appointed during the year:

During the year under review, the Company has not appointed any Key Managerial Personnel.

Directors and Key Managerial Personnel resigned during the year 2024-2025:

During the year under review, Mr. Mahesh Chhabria ceased to be the Managing Director of the Company, with effect from close of business hours on 31 March 2025, upon his early retirement. He also resigned as director of the Company with effect from the close of business hours on the same date.

The Board placed on record its sincere appreciation for the valuable services, guidance and experience extended by Mr. Mahesh Chhabria during his tenure as the Managing Director and Director of the Company.

21. DIRECTORS PROPOSED TO BE APPOINTED / REAPPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:

Mr. Atul Kirloskar (DIN 00007387), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Company has received the requisite disclosure / declaration from Mr. Atul Kirloskar.

The brief resume and other details relating to Mr. Atul Kirloskar, who is proposed to be re-appointed as required to be disclosed under Regulation 36(3) of the Regulations, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.

The resolution seeking approval of the members for the re-appointment of Mr. Atul Kirloskar has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

On the recommendation of the Nomination and Remuneration Committee, in accordance with the provisions of Section 161 of the Companies Act, 2013, (the Act), read with the Articles of Association of the Company, the Board of Directors of the Company coopted Mr. George Verghese as an Additional Director with effect from 20 May 2025.

Mr. George Verghese hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received a requisite notice under Section 160 of the Act, in writing from a member signifying intention to propose the appointment of Mr. George Verghese as candidate for the office of Directors at the ensuing Annual General Meeting. Mr. George Verghese is eligible for appointment.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 20 May 2025, also appointed Mr. George Verghese (DIN 11068946) as the Managing Director of the Company, for a term of five (5) years with effect from 20 May 2025 up to 19 May 2030 and remuneration payable to him for a period of three (3) years with effect from 20 May 2025. A proposal for his appointment as the Managing Director and remuneration payable to him is being placed before the members for their approval at the ensuing Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, in accordance with the provisions of Section 161 of the Companies Act, 2013, (the Act), read with the Articles of Association of the Company, the Board of Directors of the Company coopted Ms. Pallavi Gokhale as an Additional Independent Director with effect from 1 July 2025 and appointed as an Independend Director of the Company to hold the office for a term upto 30 June 2030.

Ms. Pallavi Gokhale hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received a requisite notice under Section 160 of the Act, in writing from a member signifying intention to propose the appointment of Ms. Pallavi Gokhale as candidate for the office of Directors at the ensuing Annual General Meeting. Ms. Pallavi Gokhale is eligible for appointment.

In the opinion of the Board of Directors, Ms. Pallavi Gokhale fulfill the conditions specified in the Act, and Rules thereunder and also possess high integrity, repute, requisite expertise and experience (including the proficiency) so as to enable the Board to discharge its functions and duties effectively and they are independent of the management.

Ms. Pallavi Gokhale has passed online proficiency test pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has also received requisite disclosures / declarations from Ms. Pallavi Gokhale under Section 149 of the Act, and other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements), 2015, (the Regulations) and its amendments thereunder.

A proposal for her appointment as an Independent Director for a period of five (5) years with effect from 1 July 2025 is being placed before the members for their approval at the ensuing Annual General Meeting.

The brief resumes and other details relating to Director who are proposed to be appointed / re-appointed as required to be disclosed under Regulation 36 (3) of the Regulations, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.

The resolutions seeking approval of the members for the appointment / re-appointment of these Directors have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

None

23. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

None

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN THE FUTURE:

To the best of our knowledge, the Company has not received any such order from the Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Companys operation in the future.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has developed a strong two-tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined Code of Conduct, Whistle Blower Policy / Vigil Mechanism, rigorous management review and Management Information System (MIS) and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls make the internal controls environment strong at the Company. The Audit Committee along with the Management oversees the results of the internal audit and reviews the implementation on a regular basis.

26. COMPOSITION OF THE AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD:

Details of the composition of committees of the Board, viz. the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee are provided in the Report on Corporate Governance.

27. No case of any fraud by any officer or employee of the Company has been reported by any auditor of the Company either to the Audit Committee or the Board pursuant to provisions of Section 143(12) of the Companies Act, 2013.

28. Neither any application has been made or any proceeding has been pending against the Company under the Insolvency and Bankruptcy Code, 2016.

29. The Company has not accepted any public deposit pursuant to the provisions of the Companies Act, 2013 and Rules thereof.

VI. INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ‘Annexure IV to this Report.

The particulars of top ten employees pursuant to the aforesaid Rules form part of this Report. In terms of Section 136 (1) of the Companies Act, 2013, the Boards Report is being sent to the members without this Annexure. The members interested in obtaining a copy of this Annexure may write to the Company Secretary at the Companys Registered Office.

VII. VIGIL MECHANISM:

The Company has a Whistle Blower Policy / Vigil Mechanism (the Policy) to deal with instances of fraud, unethical behavior, etc. The Policy provides a mechanism for Directors and employees of the Company and other persons dealing with the Company to report genuine concerns including but not limited to unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct for Board of Directors and Senior Management or ethics policy or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations, 2015, or any other instance to the Chairman of the Audit Committee of the Board of Directors of the Company. The Policy is placed on the Companys website, viz., www.kirloskarindustries.com. No case was filed during the year.

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

The Company has in place a Policy for Prevention of Sexual Harassment at the workplace. This would, inter-alia provide a mechanism for the resolution, settlements, or prosecution of acts or instances of sexual harassment at the workplace and to ensure that all employees are treated with respect and dignity.

During the year under review, the Company has complied with the provisions relating to the constitution of the Internal Committee (the Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Committee comprises four members, including one external member.

During the year under review, four meetings of the Committee were held on 8 April 2024, 9 July 2024, 8 October 2024 and 10 January 2025.

During the year under review, there was no complaint / case filed / pending with the Company.

IX. CASH FLOW:

A Cash Flow Statement for the year ended 31 March 2025, is attached to the Balance Sheet as a part of the Financial Statements.

X. COMPLIANCES WITH RESPECT TO APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable secretarial standards.

XI. CORPORATE GOVERNANCE:

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms part of the Annual Report.

XII. REMUNERATION RECEIVED BY THE MANAGING DIRECTOR / EXECUTIVE DIRECTOR FROM SUBSIDIARY COMPANIES:

Sr. No. Name of Director	Designation	Remuneration received / receivable from Kirloskar Ferrous Industries Limited, Subsidiary Company	Remuneration received / receivable from Avante Spaces Limited, Wholly-Owned Subsidiary Company
		(Rs. in Crores)	(Rs. in Crores)
1 Mr. Mahesh Chhabria	Managing Director (up to 31 March 2025)	0.165	Nil
2 Ms. Aditi Chirmule	Executive Director	Nil	Nil

XIII. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to provisions of Regulations 34(2)(f) of the Regulations, the Business Responsibility and Sustainability Report for the Financial Year 2024 - 2025 forms part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the members, employees and bankers, during the year under Report.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS	ATUL KIRLOSKAR
	Sd/-
Date: 20 May 2025	CHAIRMAN
Place: Pune	DIN 00007387