Rexnord Electronics & Controls Ltd Directors Report

TO THE SHAREHOLDERS

To,

The Shareholders,

It is with great pleasure that we present to you the 37^th Annual Report of

Rexnord Electronics and Controls Ltd. for the fiscal year ending March 31, 2025.

The consolidated performance of the Company and its Subsidiary has been referred to wherever required. This year has been a testament to the Companys unwavering commitment to excellence, innovation, and sustainable growth in the dynamic field of Fan and Shaded Pole Motor manufacturing.

FINANCIAL HIGHLIGHTS:

( in Lakhs, except EPS)

Particulars	Standalone		Consolidated
	For the year ended 31.03.2025	For the year ended 31.03.2024	For the year ended 31.03.2025	For the year ended 31.03.2024
Total revenue (Net of tax collected)	11004.39	9762.16	11000.71	9758.39
Profit before finance cost, depreciation 1685.84 and amortization	1548.98	1680.42	1544.03
Finance costs	283.88	162.39	283.97	162.39
Profit before depreciation and amortization	1401.96	1386.60	1396.45	1381.64
Depreciation and amortization	679.00	372.88	681.23	375.35
Profit before exceptional items & tax	722.96	1013.72	715.22	1006.29
Less: Exceptional items	39.10	0.00	39.10	0.00
Profit before tax	683.86	1013.72	676.12	1006.29
Tax expense	176.98	262.86	176.98	262.86
Net profit after tax	506.88	750.86	499.14	743.43
Add: Other comprehensive income (net of tax)	0.84	(2.33)	0.84	(2.33)
Total comprehensive income	507.72	748.53	499.98	741.10
Balance brought forward	5130.66	4382.13	5008.21	4267.11
Balance carried forward	5638.38	5130.66	5508.19	5008.21
	4.13	6.73	4.06	6.66
	4.13	6.47	4.06	6.40

GRAPH OF THE FINANCIAL HIGHLIGHTS (STANDALONE) FOR THE LAST TWO YEARS

COMPANY OVERVIEW:

Rexnord Electronics & Controls Limited a leading manufacturer engaged in the design, development, and manufacture of a wide range of electric motors and fan assemblies catering to refrigeration, HVAC, and appliance industries. The

Companys product portfolio includes AC axial fans, DC brushless (BLDC) fans, shaded-pole motors and Large Axial Fans, along with customized solutions for condensers, evaporators, bottle coolers, commercial refrigerators, and air-conditioning systems. By offering products that balance energy efficiency, durability, and cost-effectiveness, Rexnord serves both domestic OEMs and international markets. Its in-house manufacturing capabilities, combined with a focus on product innovation and quality compliance, enable the Company to address the needs of diverse applications—from cold-chain and food storage to ventilation and consumer appliances while maintaining flexibility to adapt to evolving industry trends.

FINANCIAL REVIEW:

Your Board of Directors is delighted to report that Rexnord Electronics and

Controls Ltd. have delivered a reasonably good financial performance during the year under review. Profit before Tax of the Company has decreased by 32.54% from previous year, mainly because of increase of employee costs, finance costs, depreciation and amortization expenses.

On Standalone Basis: Your Company achieved a Total Revenue of 11004.39 lakhs as against 9762.16 lakhs in the previous Year. The total expenditure during the Year under review was 10281.43 lakhs as against 8748.44 lakhs in the previous Year. The Profit before tax was 683.86 lakhs as against 1013.72 lakhs in the previous year and the Net Profit after tax was 506.88 lakhs as against 750.86 lakhs in the previous Year.

On Consolidated Basis: Your Company achieved a Total Revenue of 11000.71 lakhs as against 9758.39 lakhs in the previous Year. The total expenditure during the Year under review was 10285.49 lakhs as against 8752.10 lakhs in the previous Year. The Profit before tax was 676.12 lakhs as against 1006.29 lakhs in the previous year and the Net Profit after tax was 499.14 lakhs as against 743.43 lakhs in the previous year.

This achievement underscores Rexnords ability to generate sustainable value for the stakeholders of the Company. Despite the challenges posed by the global economic landscape, Rexnord has maintained strong profitability and liquidity, ensuring sustainable growth and resilience in financial performance of the

Company.

FUTURE OUTLOOK:

Looking ahead, demand for AC axial fans, DC brushless (BLDC/EC) fans, and shaded-pole motors remains constructive across refrigeration, HVAC, and appliance end-markets relevant to Rexnord. AC axial fans should benefit from cold-chain expansion, supermarket display cases, condensers/evaporators, and light industrial ventilation, with a premium on low noise, higher static pressure, and corrosion-resistant builds. DC brushless fans are set for the fastest growth as OEMs chase energy savings a refrigerant transitions; this favours Rexnords BLDC designs with integrated drivers, smart control readiness, and high-efficiency aerodynamics supporting both domestic OEM partnerships and export SKUs.

Shaded-pole motors will remain a resilient value segment in bottle coolers, small refrigerators, and merchandisers, where cost, robustness, and serviceability matter; however, we anticipate gradual mix-shift toward BLDC in larger platforms.

1. Technological Advancements and Innovation: Technological advancements in AC axial fans, DC brushless fans, and shaded-pole motors are largely driven by the industrys focus on higher energy efficiency, lower noise, and longer service life. Manufacturers are adopting improved designs and materials to enhance performance, ensure reliability in diverse operating conditions, and meet evolving regulatory standards. There is also a growing shift towards compact, lightweight, and environmentally friendly solutions, supporting sustainability goals and aligning with both domestic and global market expectations.

2. Sustainability and Environmental Regulations: The industry continues to place strong emphasis on sustainability and adherence to environmental regulations. Global initiatives, such as the phasedown of high-GWP refrigerants under the Kigali Amendment, and domestic policies promoting energy-efficient appliances, are shaping product development and manufacturing practices. There is a growing demand for components that consume less energy, generate lower emissions, and use eco-friendly materials, ensuring compliance with stringent efficiency norms and environmental standards. By aligning its products with these requirements, the Company is well-positioned to contribute to a greener future while meeting customer and regulatory expectations in both domestic and export markets.

In conclusion, the future outlook for the industrial fans and refrigeration industry is promising, characterized by technological innovation, sustainability initiatives, global expansion, and resilience in the face of challenges. Rexnord Electronics and Controls Ltd. is well-equipped to capitalize on these opportunities, driven by its commitment to innovation, quality, and customer satisfaction. As the Company embark on this journey of growth and transformation, your Board of Directors remain focused on creating sustainable value for the stakeholders of the Company while contributing positively to the industries we serve.

CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company.

DIVIDEND:

To consolidate the financial position of the Company, the Board does not recommend any dividend for the year ended March 31, 2025.

TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned during the Financial Year 2024-2025.

DEPOSITS:

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

SHARE CAPITAL OF THE COMPANY: Authorised Share Capital

The Authorised Capital of the Company as at March 31, 2025 was 1500 Lakhs (Rupees One Thousand Five Hundred Lakhs only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of 10/- each. There was no change in the Authorised Capital of the Company during the year.

Issued, Subscribed and Paid-up Share Capital

The Paid-up Equity Share Capital as at March 31, 2025 was 1326 lakhs divided into 1,32,60,000 Equity Shares, having face value of 10/- each fully paid up.

Conversion of Convertible Warrants into Equity Shares:

During the Year under review, the Paid-up Equity Share Capital of the Company has been increased from 1116 lakhs divided into 1,11,60,000

Equity Shares, having face value of 10/- each to 1326 lakhs divided into 1,32,60,000 Equity Shares having face value of 10/- each due to allotment of 21,00,000 (Twenty-One Lakhs) Equity Shares of 10/- each upon conversion of warrants at a price of 109/- per shares including premium of 99/- per share, to the Promoter/Promoter Group and Non-Promoter Groups on November 13, 2024.

During the year under review, the Company has not issued any shares or convertible securities with differential voting rights nor has granted any stock options or sweat equity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given and investment made by the Company which are required to be disclosed in the financial statements of the Company as per the provisions of section 186 (4) of the Companies Act, 2013 and Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (the SEBI Listing Regulations) are as follows: A. Details of investments made by the Company outstanding as on 31^st March, 2025: i. Investments in Equity Shares:

( in Lakhs)

Name of entity	Amount as at March 31, 2025
Rexnord Enterprise Private Limited (Wholly	200.00
Owned Subsidiary) of face value of 10/- each
Infosys Limited of face value of 5/- each	0.08

B. Details of loans given by the Company to its wholly owned subsidiary outstanding as on 31st March, 2025: ( in Lakhs)

Name of entity	Amount as at March 31, 2025
Rexnord Enterprise Private Limited	27.00

C. The Company has also granted loans to its employees other than directors in accordance with the Remuneration Policy of the Company. The Outstanding loans to employees as on 31st March 2025 are 4.72 lakhs.

D. The Company has not given any guarantee and provided any security in accordance with Section 186 of the Companies Act, 2013 read with the

Rules issued there under.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) DIRECTORS i) Composition:

The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management.

The Board consists of Six (6) Directors comprising of Three (3) Executive Directors including One (1) Woman Director and Three (3) Independent Directors as on March 31, 2025. ii) Appointment:

Independent Non-Executive Director:

The Company has appointed Mr. Mahendra Dagadu Sonawane (DIN: 10160742) as a Non-Executive Independent Director, for a term of 5 years commencing from April 1, 2024. This appointment was duly approved by the shareholders through the Postal Ballot process, which concluded on August 10, 2023. iii) Re-appointments:

Director liable to retire by rotation:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Nainy Tanna, Whole-Time Director of the Company, retires by rotation, and being eligible, has offered herself for reappointment. Based on the confirmations received, none of the Directors are disqualified for appointment under Section 164(2) of the Companies Act, 2013. b) KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No. Name of Personnel	Designation
1. Mr. Kishorechand Talwar	Chairman & Managing Director
2. Mr. Kundan Talwar	Chief Financial Officer
3. Mrs. Shweta Kalantri	Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

SUBSIDIARIES & ASSOCIATE COMPANIES AND JOINT VENTURE:

The Company has One (1) Wholly Owned Subsidiary Company i.e., Rexnord Enterprise Private Limited within the meaning of Section 2(87) of the Companies Act, 2013.

The Subsidiary Company is carrying on the business of Agro & Trading Activities and the Company holds 100% of the Equity Share Capital in Rexnord Enterprise Private Limited as on March 31, 2025.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of its Subsidiary Company in Form AOC-1 forms part of this Annual Report and is appended as Annexure ‘A.

The Company does not have joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended March 31, 2025 along with

Auditors Report forms part of this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Audited Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the

Company, at https://www.rexnordindia.com/Annual-report.aspx

Further, as per fourth proviso of the said section, Audited Annual Accounts of the subsidiary company has also been placed on the website of the Company, at https://www.rexnordindia.com/subsidiary_company.aspx Shareholders interested in obtaining a copy of the Audited Annual Accounts of the subsidiary company may write to the Company at the Companys registered office.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, read with the applicable Rules, the Annual Return in the prescribed format can be accessed at https://www. rexnordindia.com/AGM-Compliance.aspx

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Six (6) times in the financial year. The details of the Board Meetings and the attendance of the Directors are provided in the

Corporate Governance Report, which forms part of the Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board of Directors: Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee Corporate Social Responsibility Committee

The details with respect to the composition, meetings, powers, roles, terms of reference, etc. of these Committees are given in the ‘Corporate Governance Report of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed: a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing

Regulations the company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Executive Directors was also carried out by the Independent Directors in their meeting held on February 14, 2025.

Similarly, the performance of various committees, individual Independent and Executive Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Companys policy on Directors appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Annual Report and is also available on the Companys website viz. https://www. rexnordindia.com/Policies.aspx

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business and in compliance with the provisions of Section 188 of the Companies Act, 2013 and SEBI Listing Regulations. Further, disclosure in Form AOC 2 is not given as the Company has not entered into any material significant related party transactions with Promoters, Key Managerial Personnel or other designated persons as per the materiality defined by the Board.

All Related Party Transactions are placed on a quarterly basis before the Audit

Committee for which Omnibus approval was obtained from the Committee and also before the Board for approval.

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Companys website https://www.rexnordindia.com/Policies.aspx

AUDITORS: a) Statutory Auditor

Members of the Company at the Annual General Meeting (‘AGM) held on September 27, 2022 approved the appointment of M/s. R. S. Agrawal & Associates (Firm Registration No. 100156W), Chartered Accountants, as Statutory Auditors for a term of five (5) years commencing from the conclusion of the 34th Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in 2027.

M/s. R. S. Agrawal & Associates, Chartered Accountants has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2026 and accordingly M/s. R S Agrawal & Associates, Chartered

Accountants will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2026. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Auditors Report for financial year 2024-2025 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The other observations made by the Statutory auditors in their reports on standalone and consolidated financial statements read with notes to the standalone and consolidated financial statements are self-explanatory and therefore do not call for any further comments. The Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered

Accountants of India. The Auditors attend the Annual General meeting of the Company.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed M/s. R J Rathi & Co. Chartered Accountants, as internal auditors of the Company for the financial year ending 31st March, 2026. c) Secretarial Auditor

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2024-2025. The Report given by the

Secretarial Auditors is annexed as Annexure ‘B to this Report. There has been no qualification, reservation or adverse remark or disclaimer in their

Report.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Board of Directors has, on the recommendation of the Audit

Committee, appointed M/s. GMJ & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the term of five consecutive years to hold office from April 1, 2025, till March 31, 2030 (i.e. FY 25 26 till FY 29-30). As required under Regulation 24A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the appointment of a Secretarial Auditor needs to be approved by the

Members of the Company at the ensuing Annual General Meeting. The

Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2025 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries will be submitted to the Stock Exchange within 60 days of the end of the Financial Year. d) Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rules made thereunder, Cost Audit was not applicable to the

Company for the Financial 2024-2025.

However, the Cost Audit applicability criteria are met for the Financial Year 2025-2026, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, therefore the cost records maintained by the Company are required to be audited.

Accordingly, the Board of Directors has on the recommendation of the Audit Committee, appointed M/s. Krishna S & Associates, Cost Accountants, Firm Registration No. 100939, a firm of Cost Auditors for conducting the audit of cost records and for preparing Compliance Report for the Financial Year 2025-2026.

M/s. Krishna S & Associates, have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013, and Rules made thereunder, and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company at the ensuing Annual General Meeting.

During the year under review, the cost records as specified by the Central Government pursuant to sub section (1) of Section 148 of the Act and rules made thereunder, have been made and maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 for Corporate Social Responsibility (CSR) are applicable to the Company for the Financial Year 2024-2025 and accordingly, the Company has in place the Corporate Social

Responsibility Committee.

The brief outline of the Corporate Social Responsibility (CSR) policy of the

Company and Annual Report on CSR activities during the year under review are set out in Annexure ‘C of this report. For other details regarding the CSR

Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on the website of the Company at https://www.rexnordindia.com/Policies.aspx The role of the committee has been defined as per section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII thereof.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and

Employees of the Company. This Code of Conduct deals with ethical issues and also foster a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations has been posted on the Companys website https://www.rexnordindia.com/Policies.aspx All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure ‘D & ‘E forms part of this Report.

REXNORD ESOP 2023:

The Members of the Company at the 35th Annual General Meeting have 25- approved the ‘Rexnord Electronics & Controls - Employee Stock Option Plan 2023 ("REXNORD ESOP 2023") extending it to the employees of Holding Company, its Subsidiary Company(ies) and/ or Associate Company(ies), Group Company(ies) [present and future], for grant of employee stock options from time to time, in one or more tranches.

Further the members also approved the Grant of Options to issue securities equal to or exceeding one per cent (1%) but not exceeding two per cent (2%) of the issued capital of the Company during any one year to identified Employees under ‘Rexnord Electronics & Controls - Employee Stock Option Plan 2023. As on March 31, 2025, the Company has not issued any equity shares pursuant to the REXNORD ESOP 2023.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal audit functions of the

Company are carried out by a firm of Chartered Accountants. The scope and authority of the Internal Audit function is defined by the Audit Committee. The

Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal auditors, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your

Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in the strategy, business and operational plans.

The Company has a Risk Management Policy with the Objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Policy is a step by the

Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys

Code of Conduct or Ethics Policy. 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 have been denied access to the Audit

Committee. The Whistle Blower Policy has been posted on the website of the Company https://www.rexnordindia.com/Policies.aspx

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK

PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has a Policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013".

During the financial year 2024-2025, no complaint was received under the policy.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:

A. CONSERVATION OF ENERGY:

Efficient use of energy in all form has been a consistent corporate trust in the Company. Better maintenance of equipments, improved operating practice and installation of most modern machinery has resulted in lot of saving in energy cost and consumption of raw materials.

(i) The Company is consistently doing research in the field of saving energy by implementing new cost-effective ideas. The steps taken during the year for conservation of energy are as under:

- Due consideration has been given to energy consumption while procuring equipments.

- As a responsible Corporate Citizen and in adherence to our climate change strategy, Company is continuously taking effective steps to conserve energy.

- With the installation of solar energy plant, the Company is saving a substantial cost of power consumption.

- Except the emergency lights, all lights and electrical gadgets are turned off after working hours and on holidays at office premises of the Company to help in minimizing the energy consumption.

(ii) The Steps taken by the Company for utilizing alternate source of energy: The Company is constantly exploring avenues for cost saving as an ongoing process.

(iii) The Capital invested on energy equipments: NIL

B. TECHNOLOGY ABSORPTION: a) Research & Development

The Research & Development department of the Company has been arduously working to provide quality and value for money to the customer in keeping with market trends. Research and Development is being carried out in the following areas. l Making design modifications in the products so as to simplify the manufacturing process and enhance productivity. l Developing Jigs, Fixtures and devices to increase productivity. l Improvements to tool design. l Up gradation of machines. l Design and development of special machines required for increasing capacity. l Development of equipment required for testing product reliability at various stages. b) Technology absorption, adaptation and innovation.

Technology for the manufacture of Instrument Cooling Fans of various sizes has been successfully absorbed.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earnings and expenditure during the Financial Year 2024-2025 is as under:

Particulars	2024-2025	2023-2024
Foreign Exchange Earning	1457.35	1301.36
Foreign Exchange Outgo	3499.80	2751.05

ENVIRONMENT AND SAFETY:

The Company is committed to: l Maintain an organizational culture of Health, Safety & Environmental excellence by conducting its business in a manner that will promote consistent development. l Safe work, resource conservation, waste management and emergency response measures for continual improvement in performance. l Design, construct, operate & maintain its facilities while assuring the best material and service quality and operate in a way that mitigates and minimizes risks and hazards. l Prevention of ill-health, injuries and pollution by adopting best practices, carrying out periodic risk assessments, reviews, inspections and providing awareness to employees and concerned stakeholders.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two

Depositories. The Company has been allotted ISIN No. INE687C01012. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their

Demat Accounts for getting their holdings in electronic form.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE

END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant or material orders which were passed by the

Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

Pursuant to Regulation 15(2) read with Schedule V of SEBI Listing Regulations the Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures ‘F & G, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations.

The Company is complying with the Regulations of SEBI Listing Regulations with regard to Corporate Governance and reports to that effect are regularly filed with the Stock Exchange.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to the Company for the financial year ending March 31, 2025.

FINANCIAL YEAR:

The Company and its subsidiary Company in India have been following April to

March as the Financial Year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL

GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of

Company Secretaries of India on Board Meetings and Annual General Meetings.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016), during the year along with their status as at the end of the financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION

DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL

INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ISO CERTIFICATION:

The Companys products are awarded as ISO 9001:2015 Certification.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board of Directors

REXNORD ELECTRONICS AND CONTROLSLIMITED

KISHORECHAND TALWAR

CHAIRMAN & MANAGING DIRECTOR

(DIN: 00351751)

Registered Office:

92-D Govt. Ind. Estate,

Charkop, Kandivali (W)

Mumbai - 400 067

Date: May 30, 2025