Rexnord Electronics & Controls Ltd Directors Report

To, The Shareholders,

It is with great pleasure that we present to you the 36th Annual Report of Rexnord Electronics and Controls Ltd. for the fiscal year ending March 31, 2024. The consolidated performance of the Company and its Subsidiary has been referred to wherever required. This year has been a testament to the Company Rss unwavering commitment to excellence, innovation, and sustainable growth in the dynamic field of Fan and Shaded Pole Motor manufacturing.

FINANCIAL HIGHLIGHTS:

( Rs in Lakhs except EPS)

	Standalone		Consolidated
Particulars	For the year ended 31.03.2024	For the year ended 31.03.2023	For the year ended 31.03.2024	For the year ended 31.03.2023
Total revenue (Net of tax collected)	9762.16	8973.17	9758.39	8971.03
Profit before finance cost, depreciation and amortization	1548.98	1509.69	1544.03	1506.00
Finance costs	162.39	160.94	162.39	160.94
Profit before depreciation and amortization	1386.59	1348.75	1381.64	1345.06
Depreciation and amortization	372.87	245.30	375.35	248.50
Profit before exceptional items & tax	1013.72	1103.45	1006.29	1096.56
Less: Exceptional items	0.00	238.40	0.00	238.40
Profit before tax	1013.72	865.05	1006.29	858.16
Tax expense	262.86	223.05	262.86	223.05
Net profit after tax	750.86	642.00	743.43	635.11
Add: Other comprehensive income (net of tax)	(2.33)	(0.81)	(2.33)	(0.81)
Total comprehensive income	748.53	641.19	741.10	634.30
Balance brought forward	4382.13	3740.94	4627.11	3632.81
Balance carried forward	5130.66	4382.13	5008.21	4267.11
Earning per Equity Share: Basic	6.73	5.75	6.66	5.69
Diluted	6.47	5.75	6.40	5.69

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

Rexnord Electronics and Controls Ltd. have established itself as a leading manufacturer specializing in AC axial fans, DC brushless fans, and Shaded pole motors. Our commitment to innovation, quality, and customer satisfaction has driven our growth and success in the highly competitive electronics and controls industry.

Rexnord Electronics and Controls Ltd. prides itself on a diverse portfolio of innovative products that cater to the stringent requirements of modern industrial and commercial applications. Our AC axial fans are celebrated for their superior airflow management and energy efficiency, while our DC brushless fans are revered for their whisper-quiet operation and longevity. Additionally, our shaded pole motors continue to set industry benchmarks for reliability and performance in HVAC systems and household appliances.

FINANCIAL REVIEW:

Your Board of Directors is delighted to report that Rexnord Electronics and Controls Ltd. have delivered a robust financial performance during the year under review. Profit before Tax of the Company has increased by 17.19% from previous year, showcasing the Company Rss strong operational efficiency and prudent financial management amidst a challenging economic environment.

On Standalone Basis: Your Company achieved a total revenue of Rs 9762.16 lakhs as against Rs 8973.17 lakhs in the previous year. The total expenditure during the year under review was Rs 8748.44 lakhs as against Rs 8108.12 lakhs in the previous year. The Profit before tax was Rs 1013.72 lakhs as against Rs 865.05 lakhs in the previous year and the Net profit after tax was Rs 750.86 lakhs as against Rs 642.00 lakhs in the previous year.

On Consolidated Basis: Your Company achieved a total revenue of Rs 9758.39 lakhs as against Rs 8971.03 lakhs in the previous year. The total expenditure during the Year under review was Rs 8752.10 lakhs as against Rs 8112.87 lakhs in the previous year. The Profit before tax was Rs 1006.29 lakhs as against Rs 858.16 lakhs in the previous year and the Net profit after tax was Rs 743.43 lakhs as against Rs 635.11 lakhs in the previous year.

This achievement underscores Rexnord Rss 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 forward, the industrial fans and refrigeration industry is poised for significant growth and transformation driven by technological advancements, regulatory changes, and shifting consumer demands. Rexnord Electronics and Controls Ltd. remains strategically positioned to capitalize on these evolving trends and opportunities. Here are key insights into the future outlook for these sectors:

1. Technological Advancements and Innovation: The industrial fans sector is witnessing a paradigm shift towards smart, energy-efficient solutions. Integration of Internet of Things (loT) technologies and advanced analytics is enabling remote monitoring, predictive maintenance, and optimization of fan performance. Rexnord Electronics and Controls Ltd. is committed to leveraging these advancements to offer cutting-edge products that enhance operational efficiency and reduce energy consumption.

2. Sustainability and Environmental Regulations: Heightened awareness of environmental sustainability is reshaping both industries. Governments and regulatory bodies worldwide are enforcing stricter energy efficiency standards and emission regulations. This shift is driving manufacturers to develop greener technologies and adopt sustainable practices throughout the product lifecycle. Rexnord Electronics and Controls Ltd. is committed to sustainability and will continue to innovate towards eco-friendly solutions that align with global environmental goals.

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 remains 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.

However, the Object Clause of the Memorandum of Association was amended to include an object enabling the Company to carry out back-office operations activities. This amendment was approved by the Shareholders through a Postal ballot process which concluded on November 9, 2023.

DIVIDEND:

To consolidate the financial position of the Company, the Board does not recommend any dividend for the year ended March 31, 2024.

TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned during the Financial Year 2023-2024.

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, 2024 was Rs 1500 Lakhs (Rupees One Thousand Five Hundred Lakhs only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs 10/- each.

> Issued and Paid-up Share Capital

The Paid-up Equity Share Capital as at March 31, 2024 was Rs 1116 lakhs divided into 1,11,60,000 Equity Shares, having face value of Rs 10/- each fully paid up.

Issuance of Convertible Warrants

During the year under review, the Company issued and allotted 21,00,000 warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs 10/- each at price of Rs 109/- per share (including premium of Rs 99/- per share) on a preferential basis to the Promoter and Non-Promoter Groups. This issue was approved by the Shareholders at the Extraordinary General Meeting held on May 12, 2023. 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 31st March, 2024:

i. Investments in Equity Shares:

(Rs in Lakhs)

Name of entity	Amount as at March 31,2024
Rexnord Enterprise Private Limited (WOS)	200.00
Infosys Limited of Face Value of Rs 5/- each	0.08

ii. Investments in Debentures & Bonds:

(Rs in Lakhs)

Name of entity	Amount as at March 31,2024
Reliance Capital Limited (Face Value of Rs1,00,000/- each)	31.12

B. Details of loans given by the Company to its wholly owned subsidiary outstanding as on 31st March, 2024:

(Rs in Lakhs)

Name of entity	Amount as at March 31, 2024
Rexnord Enterprise Private Limited	37.50

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 2024 are Rs 8.40 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, 2024.

ii) Appointment / Retirement:

Independent Non-Executive Director:

Mr. Ayyaswami Sundaram, Non-Executive Independent Director, completed his tenure of two consecutive terms of 5 years each on the Board of the Company w.e.f. closure of business hours of March 31, 2024. The Board expresses its deep appreciation for the valuable services and contributions rendered by Mr. Ayyaswami Sundaram during his tenure as an Independent Director.

Consequently, 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.

Executive Director:

The Company has appointed Mr. Mohan Rammurthi Iyer (DIN: 10158806) as an Executive Director on the Board, designated as a Whole-time Director for a period of 3 years commencing from May 12, 2023. This appointment was approved by the shareholders through a Postal Ballot process that 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, Mr. Mohan Rammurthi Iyer, Director of the Company, retires by rotation, and being eligible, has offered himself 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.

Name of Personnel No.	Designation
1. Mr. Kishorechand K. Talwar	Chairman & Managing Director
2. Mr. Kundan K. 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 Company Rss 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, 2024.

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 RsA Rs.

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, 2024 along with Auditors Rs 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 comoanv.aspx Shareholders interested in obtaining a copy of the Audited Annual Accounts of the subsidiary company may write to the Company at the Company Rss 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 Eight (8) 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 Rs 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 RsCorporate Governance Report Rs 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 the 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;

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 Board Rss 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 9, 2024.

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 Rs APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Company Rss policy on Directors Rs 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 Company Rss 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 arm Rss 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 Company Rss website https://www.rexnordindia.com/Policies.aspx

AUDITORS:

a) Statutory Auditor

Members of the Company at the Annual General Meeting ( RsAGM Rs) 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 39th 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, 2025 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, 2025. 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 Rs Report for financial year 2023-2024 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, 2025.

c) Secretarial Auditor

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2023-2024. The Report given by the Secretarial Auditors is annexed as Annexure RsB Rs 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.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2025. 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, 2024 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 is being 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 is not applicable to the Company

for the Financial Year 2023-2024 and 2024-2025.

During the year under review, the cost records as specified under sub section (1) of Section 148 of the Act, 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 2023-2024 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 RsC Rs 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 Company Rss 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 RsD Rs & RsE Rs forms part of this Report.

REXNORD ESOP 2023:

The Members of the Company at the 35th Annual General Meeting have approved the RsRexnord Electronics & Controls - Employee Stock Option Plan 2023 Rs ("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 RsRexnord Electronics & Controls - Employee Stock Option Plan 2023 Rs.

As on March 31, 2024, 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 Company Rss 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 Company Rss 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 2023-2024, 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 equipment Rss, 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 equipment Rss.

- 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 equipment Rss: 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.

• Making design modifications in the products so as to simplify the manufacturing process and enhance productivity.

• Developing Jigs, Fixtures and devices to increase productivity.

• Improvements to tool design.

• Up gradation of machines.

• Design and development of special machines required for increasing capacity.

• 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 2023-2024 is as under:

(Rs in Lakhs)

Particulars	2023-2024	2022-2023
Foreign Exchange Earning	1301.36	1446.93
Foreign Exchange Outgo	2751.05	2606.17

ENVIRONMENT AND SAFETY:

The Company is committed to:

• Maintain an organizational culture of Health, Safety & Environmental excellence by conducting its business in a manner that will promote consistent development.

• Safe work, resource conservation, waste management and emergency response measures for continual improvement in performance.

• 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.

• 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 Company Rss 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 COMPANY RsS 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 Company Rss 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 Annexure Rss RsF Rs & G Rs, 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, 2024.

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 Company Rss products are awarded as ISO 9001:2015 Certification. ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company Rss 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.

Registered Office:	For and on behalf of the Board of Directors
92-D Govt. Ind. Estate,	REXNORD ELECTRONICS AND CONTROLSLIMITED
Charkop, Kandivali (W),	KISHORECHAND K. TALWAR
Mumbai - 400 067	CHAIRMAN & MANAGING DIRECTOR
Date: May 29, 2024	(DIN: 00351751)