Rexnord Electronics & Controls Ltd Directors Report

To,

The Shareholders,

It is with great pleasure that we present to you the 38^th Annual Report of Rexnord Electronics and Controls Ltd. for the fiscal year ending March 31, 2026. The consolidated performance of the Company and its Subsidiary has been referred to wherever required. This year has been a testament to the Company?s unwavering commitment to excellence, innovation, and sustainable growth in the dynamic field of Fan and Shaded Pole Motor manufacturing.

FINANCIAL HIGHLIGHTS:

Particulars	Standalone	Consolidated
	For the year ended 31.03.2026	For the year ended 31.03.2025	For the year ended 31.03.2026	For the year ended 31.03.2025
Total revenue (Net of tax collected)	12247.70	11004.39	12244.83	11000.71
Profit before finance cost, depreciation and amortization	1877.30	1685.84	1873.19	1680.42
Finance costs	281.24	283.88	282.43	283.97
Profit before depreciation and amortization	1596.06	1401.96	1590.76	1396.45
Depreciation and amortization	839.15	679.00	840.89	681.23
Profit before exceptional items & tax	756.91	722.96	749.87	715.22
Less: Exceptional items	71.36	39.10	71.36	39.10
Profit before tax	685.55	683.86	678.51	676.12
Tax expense	186.70	176.98	186.70	176.98
Net profit after tax	498.85	506.88	491.81	499.14
Add: Other comprehensive income (net of tax)	5.71	0.84	5.71	0.84
Total comprehensive income	504.56	507.72	497.52	499.98
Balance brought forward	5638.38	5130.66	5508.19	5008.20
Balance carried forward	6142.94	5638.38	6005.71	5508.19
Earning per Equity Share: Basic	3.76	4.13	3.71	4.06
Diluted	3.76	4.13	3.71	4.06

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

COMPANY OVERVIEW

Rexnord Electronics & Controls Limited is an established manufacturer of electric motors and Axial Fans, serving a diverse range of applications across the refrigeration, HVAC, ventilation, appliance and emerging cooling segments. The Company combines engineering expertise, manufacturing capabilities and customer-focused product development to provide reliable and application- specific solutions to OEM customers in India and international markets.

During FY 2025-26, your Company continued to strengthen and diversify its product portfolio, building on its established capabilities in AC axial fans, BLDC/ EC fans. Your Company further expanded its offerings to include domestic fans, duct fans, blowers and air-purification solutions, enabling it to address a broader range of industrial, commercial and domestic applications.

During the year under review, your Company achieved a milestone by receiving the Eligibility Certificate for Industrial Promotion Subsidy (IPS) under the Maharashtra Electronics Policy 2016 (read with the Package Scheme of Incentives) from Directorate of Industries, Government of Maharashtra for its expansion unit located at Village Devdal (Sagpada), Taluka Vasai, Dist. Palghar Maharashtra 401208.

Your Company?s manufacturing platform has also evolved significantly, with continued investments in automation, advanced assembly systems, automated testing and digital traceability. The commissioning of fully automated and semiautomated assembly lines, conveyorized production systems and BAR/QR-code based traceability has enhanced productivity, process consistency, quality control and manufacturing scalability.

Rexnord?s strength lies in its ability to combine product engineering, manufacturing flexibility, quality, customisation and operational efficiency to meet the evolving requirements of its customers. Its solutions cater to applications including refrigeration equipment, condensers and evaporators, bottle coolers, commercial refrigeration, air-conditioning, ventilation and other specialised air- movement requirements.

With a growing product portfolio, strengthened manufacturing infrastructure, an experienced workforce and an increasing focus on energy-efficient and technology-enabled solutions, Rexnord is well positioned to pursue opportunities arising from the continued growth of India?s refrigeration, HVAC and cooling ecosystem, while further developing its presence in international markets.

Your Company remains committed to innovation, quality, productivity and sustainable growth, with a clear focus on creating long-term value for its customers, employees, shareholders and other stakeholders.

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 0.25% from previous year, showcasing the Company?s strong operational efficiency and prudent financial management amidst a challenging economic environment.

On Standalone Basis: Your Company achieved a Total Revenue of 12247.70 lakhs as against 11004.39 lakhs in the previous Year. The total expenditure during the Year under review was 11490.79 lakhs as against 10281.43 lakhs in the previous Year. The Profit before tax was 685.55 lakhs as against 683.86 lakhs in the previous year and the Net Profit after tax was 498.85 lakhs as against 506.88 lakhs in the previous Year.

On Consolidated Basis: Your Company achieved a Total Revenue of 12244.83 lakhs as against 11000.71 lakhs in the previous Year. The total expenditure during the Year under review was 11494.96 lakhs as against 10285.49 lakhs in the previous Year. The Profit before tax was 678.51 lakhs as against 676.12 lakhs in the previous year and the Net Profit after tax was 491.81 lakhs as against 499.14 lakhs in the previous year.

Operational income was positively impacted by Industrial Promotion Subsidy sanctioned under the Maharashtra Electronics Policy 2016 (read with the Package Scheme of Incentives). A total amount of 402.76 lakhs have been recognised in accordance with applicable Ind AS (refer note 52 to the standalone financial statements and note 51 to the consolidated financial statements).

This achievement underscores Rexnord?s 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:

The Company remains positive about the medium- to long-term outlook for the refrigeration, HVAC, ventilation, cooling and air-movement industries. Continued economic growth, increasing cooling requirements, expansion of cold-chain infrastructure, growth in commercial and industrial facilities, data centres, food processing and pharmaceuticals are expected to support demand for reliable and energy-efficient fans and motors.

Rexnord Electronics and Controls Limited is well positioned to participate in these opportunities through its established capabilities in AC axial fans, BLDC/ EC fans and shaded-pole motors, together with its expanding range of domestic and specialised air-movement products.

1. TECHNOLOGICAL ADVANCEMENTS AND PRODUCT INNOVATION

The Company?s future product strategy will focus increasingly on energy efficiency, compact design, low-noise operation, reliability and application- specific performance. The growing adoption of BLDC and other energy- efficient motor technologies is expected to create opportunities for the Company, particularly as OEMs increasingly seek solutions that can reduce energy consumption while maintaining performance and reliability.

The Company will continue to strengthen its capabilities in BLDC/EC technologies while further developing its established AC fan and shaded- pole motor portfolio. Shaded-pole motors are expected to continue to remain relevant in cost-sensitive refrigeration and appliance applications, while the gradual adoption of more energy-efficient technologies is expected to drive a progressive shift in product mix.

2. MANUFACTURING CAPACITY AND AUTOMATION

The investments made by the Company in manufacturing infrastructure and automation during FY 2025-26 provide a strong platform for future growth. The commissioning of fully automated and semi-automated assembly lines, conveyorized production systems and automated testing equipment has significantly enhanced manufacturing productivity and capacity.

The Company intends to further leverage these investments through improved capacity utilisation, process optimisation and continued automation. The higher productivity achieved in key product lines is expected to provide greater flexibility to respond to customer demand while improving manufacturing efficiency and cost competitiveness.

3. PRODUCT PORTFOLIO EXPANSION

The Company will continue to diversify its product portfolio and expand its presence across different applications. The addition and development of Large Axial fans, domestic fans, duct fans, blowers and air-purification solutions provide opportunities to address a broader range of domestic, commercial and industrial requirements.

The Company will continue to evaluate new products and applications based on market demand, customer requirements and the Company?s manufacturing and engineering capabilities.

4. DOMESTIC MARKET OPPORTUNITIES

The increasing demand for cooling and ventilation solutions in India, supported by urbanisation, rising cooling requirements, infrastructure development, cold-chain expansion and growth in commercial and industrial applications, provides a favourable environment for the Company?s domestic business.

The Company will focus on strengthening its relationships with existing OEM customers while developing new customer segments and applications. Greater product diversification and improved manufacturing capacity are expected to support the Company?s ability to capture these opportunities.

5. EXPORT MARKET DEVELOPMENT

The Company remains committed to developing its international business despite the challenging global environment witnessed during FY 2025-26. The Company?s focus will be on deepening existing customer relationships, entering selected new markets and increasing engagement with international OEMs and distributors.

The Company?s improved productivity, expanded product portfolio and enhanced quality and traceability systems are expected to strengthen its competitiveness in international markets.

6. OPERATIONAL AND COST EFFICIENCY

With continued volatility in raw material prices and competitive pricing pressures, improving operational efficiency will remain a key priority. The Company will focus on cost engineering, productivity improvement, alternate sourcing, inventory optimisation, automation and improved capacity utilisation.

The objective will be to progressively improve operating leverage and protect profitability while maintaining product quality and customer service standards.

7. QUALITY, TRACEABILITY AND CUSTOMER EXPECTATIONS

Customer expectations are increasingly moving towards consistent quality, traceability, reliability and shorter response times. The Company?s investments in automated testing and BAR/QR-code based traceability provide a strong foundation for meeting these requirements.

Going forward, the Company will continue to strengthen its quality systems and manufacturing controls while using technology to improve process visibility and product traceability.

8. SUSTAINABILITY, INDUSTRY OUTLOOK AND FUTURE READINESS

The refrigeration, HVAC, ventilation and air-movement industries continue to undergo significant transformation, driven by increasing demand for energy-efficient products, advanced cooling technologies, automation and environmentally responsible solutions. Customers and OEMs are increasingly focused not only on product performance and cost, but also on energy consumption, operating efficiency, reliability and the overall environmental impact of their products.

During FY 2025-26, Rexnord Electronics and Controls Limited continued to strengthen its capabilities in line with these evolving requirements. The Company?s focus on developing energy-efficient motors and fans, BLDC solutions, compact and low-noise products and application-specific air-movement solutions enables it to respond to changing customer expectations across refrigeration, HVAC, commercial, industrial and domestic applications.

The Company?s investments in automated assembly lines, conveyorised manufacturing, automated testing and BAR/QR-code based traceability represent an important step towards building a more efficient and technology-driven manufacturing platform. These initiatives have improved productivity, process consistency, quality control and traceability, while providing the Company with greater scalability to meet future customer requirements.

The Company also continued to diversify its product portfolio during the year through the expansion of large AC fans, domestic fans, duct fans, blowers and air-purification solutions. This broader portfolio provides opportunities to participate in a wider range of applications and markets and strengthens the Company?s ability to respond to emerging demand patterns.

The long-term outlook for the refrigeration, HVAC, cooling and air-movement industry remains encouraging. Increasing urbanisation, rising cooling requirements, expansion of cold-chain infrastructure, growth in commercial and industrial facilities, data centres, food processing and pharmaceuticals are expected to support demand for efficient cooling and ventilation solutions.

At the same time, the industry is likely to remain competitive, with continuing pressure on pricing, energy efficiency, product innovation, raw material costs and delivery performance. Geopolitical developments, global trade conditions and fluctuations in commodity prices may also create challenges for manufacturers.

Rexnord?s strategy is therefore centred on strengthening its competitive position through automation, productivity enhancement, product innovation, manufacturing efficiency, quality improvement, customer diversification and prudent cost management. The significant investments made in manufacturing infrastructure and automation during FY 2025-26 are expected to provide a stronger foundation for scalable growth and improved operational efficiency.

The Company will continue to explore opportunities in both domestic and international markets while strengthening its relationships with existing customers and developing new applications and market segments. Greater emphasis will be placed on energy-efficient products, customised solutions and technologies that provide higher performance and reliability.

The Board remains confident that Rexnord?s manufacturing capabilities, expanding product portfolio, experienced workforce, customer relationships and continued focus on technology and productivity provide a strong platform for sustainable growth.

The Company remains committed to creating long-term value for its shareholders and stakeholders while contributing to the development of more efficient, reliable and environmentally responsible refrigeration, cooling and air- movement solutions.

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, 2026.

TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned during the Financial Year 2025-2026.

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, 2026 was 1500 Lakhs (Indian 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, 2026 was 1326 lakhs divided into 1,32,60,000 Equity Shares, having face value of 10/- each fully paid up.

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, 2026:

i. Investments in Equity Shares:

	C in Lakhs)
Name of entity	Amount as at March 31, 2026
Rexnord Enterprise Private Limited (Wholly	200.00
Owned Subsidiary) of face value of 10/- each
Infosys Limited of face value of 5/- each	0.06

B. Details of loans given by the Company to its wholly owned subsidiary outstanding as on 31^st March, 2026:

	C in Lakhs)
Name of entity	Amount as at March 31, 2026
Rexnord Enterprise Private Limited	49.00

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 31^st March 2026 are 5.29 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 31,2026.

ii) Re-appointments:

The Company has re-appointed Mr. Kishorechand Talwar (DIN: 00351751), as Chairman and Managing Director of the Company, who is beyond 70 years of age, for a further period of three (3) consecutive years commencing from April 1, 2026 upto March 31, 2029. This appointment was duly approved by the shareholders at the Annual General Meeting held on September 30, 2025.

The Company has re-appointed Mrs. Nainy Tanna (DIN: 00351762), as a Whole Time Director of the Company, for a further period of three (3) consecutive years commencing from April 1, 2026 upto March 31, 2029. This appointment was duly approved by the shareholders at the Annual General Meeting held on September 30, 2025.

The Company has re-appointed Mr. Mohan Iyer (DIN: 10158806), as the Whole Time Director of the Company for a further period of three (3) consecutive years commencing from April 1, 2026 upto March 31, 2029. This appointment was duly approved by the shareholders at the Annual General Meeting held on September 30, 2025.

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 Iyer, Whole-Time 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.

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 Company?s 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 31,2026.

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, 2026 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 companv.aspx Shareholders interested in obtaining a copy of the Audited Annual Accounts of the subsidiary company may write to the Company at the Company?s 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 Five (5) 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 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?s 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 10, 2026.

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 Company?s 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 Company?s 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?s 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?s 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 34^th 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, 2027 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, 2027. 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 2025-2026 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 31^st March, 2027.

c) Secretarial Auditor

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2025-2026. 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.

Members of the Company at the Annual General Meeting (‘AGM?) held on September 30, 2025, 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). 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, 2026 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:

The Board of Directors had 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.

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.

The appointment of the Cost Auditor for the Financial Year 2026-2027 is in process. 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.

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 2025-2026 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 Company?s 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 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, 2026, 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?s 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?s 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 2025-2026, no complaint was received under the policy.

MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year under review.

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?s, 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?s.

- 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?s: 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 2025-2026 is as under:

		C in Lakhs)
Particulars	2025-2026	2024-2025
Foreign Exchange Earning	1181.17	1457.35
Foreign Exchange Outgo	3504.55	3499.80

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?s 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.

SHIFTING OF REGISTERED OFFICE

During the financial year under review, the registered office of the Company was shifted from its previous location at 92-D Govt. Ind. Estate, Charkop, Kandivali (W) Mumbai- 400 067 to its new location at Plot No. A-7, MIDC, Road No. 5, Andheri (East), Mumbai - 400 093 with effect from November 11,2025.

The shifting was approved by the Board of Directors via a Board Resolution passed on November 11, 2025. Necessary e-form was filed with the Ministry of Corporate Affairs and requisite approvals were obtained. The management believes this relocation will improve operational efficiency and streamline administrative functions. The interests of employees and creditors remain unaffected by this change.

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?S 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?s 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?s ‘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, 2026.

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?s products are awarded as ISO 9001:2015 Certification.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company?s 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 CONTROLS LIMITED
	KISHORECHAND TALWAR
	CHAIRMAN & MANAGING DIRECTOR
Registered Office:	(DIN: 00351751)
Plot No. A-7, MIDC, Road No. 5, Andheri (East),
Mumbai - 400 093
Date: May 29, 2026