Kirloskar Ferrous Industries Ltd

To the Members

The Directors are pleased to present the 33rd Annual Report including the Audited Financial Statements (standalone and consolidated) for the financial year ended 31 March 2024 of Kirloskar Ferrous Industries Limited (‘Company').

(Rs. in Crores)

The Board of Directors at its meeting held on 7 March 2024 declared an Interim Dividend of H 3 per equity share of H 5 each (i.e. 60 percent). The date of payment of the Interim Dividend was 28 March 2024.

The Board of Directors at its meeting held on 9 August 2024 has recommended a Final Dividend of H 2.50 per equity share of H 5 each (i.e. 50 percent) for approval of the Members at the ensuing annual general meeting.

Accordingly, total dividend payout for the financial year 2023-2024 aggregates to H 5.50 per equity share of H 5 each (i.e. 110 percent).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted the Dividend Distribution Policy. Copy of the same is available at the website of the Company, viz. www. kirloskarferrous.com

The Company achieved Net Sales of Rs. 6,133.90 Crores as compared to Rs. 6,398.57 Crores in the previous year.

Profit before Tax for the year stood at Rs. 476.83 Crores as compared to Rs. 619.26 Crores for the previous year.

The Company continued to maintain the market leadership position in the domestic casting business. The Company sold 1,20,018 MT of castings aggregating to Rs. 1,508.32 Crores during the financial year 2023–2024 as compared to 1,30,345 MT castings aggregating to Rs. 1,673.26 Crores in the previous financial year. During the year, reduction in sales volume of 7.92 percent with respect to previous year, mainly on account of drop in tractor demand which in turn affected the company sales to this segment.

During the year 2023-2024, there was a reduction in the sale realization of pig iron due to the market dynamics. The average realisation of pig iron for the year was around Rs. 43,100 per MT as against Rs. 49,500 per MT in the previous year. There is a marginal increase in volume of 0.84 percent over the previous year. The Company made sales 4,31,902 MT of pig iron valued at Rs.1,805.25 Crores during the financial year 2023–2024 as compared to 4,15,124 MT of pig iron valued at Rs. 2,036.86 Crores in the previous financial year.

The Company in the year entered new premium connections market resulting in increase in sales to oil and gas and projects sectors which in turn resulted in higher sales realization of seamless tubes. The share of sales to OCTG and Projects sectors has been increased to 29 percent from 9 percent over a span of last 2 financial years. The Company made sales of 1,56,487 MT of Tubes valued at Rs. 2,064.80 Crores the financial year 2023–2024 as compared to 1,57,143 MT of Tubes valued at Rs. 1,976.72 Crores in the previous financial year.

The Company sold 69,605 MT of Steel valued at H 534.52 Crores in the financial year 2023–2024 as compared to 68,165 MT of Steel valued at H 556.07 Crores in the previous financial year. During the year, fall in the scrap prices impacted the sales realization of Steel.

During the year under review, the average price of iron ore fluctuated between H 5,700 per MT to H 7,000 per MT for lumps and H 5,000 per MT to H 6400 per MT with respect to fines. Though the prices of coal were not volatile in the first half of the financial year, the second half faced increasing trend. The blended average coal price was in the range of USD 210 to USD 285 during the year.

The upgradation of MBF-1 along with commissioning of PCI plant during the year under review, helped in improving the productivity and reduction in coke consumption thereby reducing the overall production cost.

During the year under review, the production of castings decreased by 4.71% when compared to the previous year. The Company continuously worked on developing new products, reduction in operational cost and also increasing the machining and proto business at both locations.

During the year, the company has borrowed term loans at competitive rate for financing the capex requirements. The Secured Overnight Financing Rate (SOFR) rose from 4.87 percent to 5.34 percent, despite these challenges, the Company focused on optimizing finance cost by securing credit facilities at competitive rates and efficiently managing working capital to control cost of finance. By closely monitoring the exchange rate movement and taking forward cover appropriately, the impact of the exchange fluctuation risk is minimised.

During the year under review, the Company was successful in increasing the share of business from current customers and developed new products to meet the requirement of customers. The Company also increased the supply of machined castings and also successful in obtaining new orders in machined condition. Further, the Company is in discussion with new potential customers for catering to their casting needs.

The Company retained most tube customers and increased sales in the bearing and auto segments. Sales in the OCTG segment grew by 30 percent due to setting up of new heat treatment capacities and tender major orders from oil industry. The Company continue to strengthen relationships with existing customers and add new ones with tailored products.

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

• Pulverised coal injection at both mini blast furnaces at Koppal plant.

• After temporary shutdown for relining work, blast furnace at Hiriyur resumed operations.

• Preheaters for mini blast furnace at Hiriyur were successfully connected.

• Mini blast furnace I with bell less top commissioned.

• Direct feeding of coke with truck tipper was commissioned at mini blast furnace at Hiriyur.

• Machine shop expansion at Koppal and Solapur plants.

• Layer saw machine and inlet outlet system for furnace at Baramati plant.

• 40 MVA transformer at Jejuri plant.

• De-bottlenecking projects.

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

• 3000 Nm3/Hr oxygen plant for both mini blast furnaces at Koppal for oxygen enrichment.

• Expanding machining capacity based on customer requirements.

• New moulding line (phase II) at Solapur plant for enhancing castings capacity by additional 20,000 MT per annum.

• Phase I installation of solar power plant with capacity 70 MW DC.

• De-bottlenecking projects.

During the financial year; 363,244 equity shares of Rs. 5 each were allotted upon exercise of stock options pursuant to ‘KFIL Employee Stock Option Schemes'. As at the end of the financial year, the issued, subscribed and paid-up share capital of the Company was Rs. 696,607,295 consisting of 139,321,459 equity shares of Rs. 5 each fully paid. Pursuant to allotment of equity shares in accordance with ‘KFIL Employee Stock Option Schemes'; the issued, subscribed and paid-up share capital of the Company increased to Rs. 697,315,870 consisting of 139,463,174 equity shares of Rs. 5 each fully paid as of 8 August 2024.

On 8 August 2024, the Scheme of Arrangement and Merger of ISMT Limited ("Transferor Company") with Kirloskar Ferrous Industries Limited ("Transferee Company") and their respective shareholders pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 became operative effective from 1 April 2023. Consequently, the Authorized Share Capital of the Company stands at Rs. 3,805,000,000 divided into 527,000,000 equity shares of Rs 5 each and 117,000,000 preference shares of Rs. 10 each.

Consequent upon the Scheme become operative, the Board of Directors at its meeting held on 9 August 2024 has allotted 24,904,259 equity shares of Rs. 5 each as per the share exchange ratio to those equity shareholders of ISMT Limited as of the Record Date of 6 August 2024 and the issued, subscribed and paid-up share capital of the Company stands increased to Rs. 821,837,165 comprising of 164,367,433 equity shares of H 5 each.

2,500 quantity of rated, listed, unsecured, redeemable Non- Convertible Debentures (NCDs) with the face value of H 10 lakh each aggregating to H 250 Crores were redeemed on 10 March 2024. During the year under review, the Company has not issued or allotted Non-Convertible Debentures.

Pursuant to provisions of Section 152 of the Companies Act, 2013 and rules thereof, Mr. Atul Chandrakant Kirloskar (DIN: 00007387) and Mr. Anil Narayan Alawani (DIN : 00036153) retire by rotation at the ensuing annual general meeting. Both Directors have expressed their desire to retire as Directors and hence, they are not seeking reappointment.

The Board placed on record its sincere appreciation and recognition of the valuable contribution and services rendered by both Directors during their tenure. The Board of Directors has decided not to fill the vacancies caused due to their retirement at the ensuing annual general meeting or any adjournment thereof.

Mr. Mahesh Ramchand Chhabria (DIN : 00166049) retires by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment.

Upon recommendation of the Nomination and Remuneration Committee; the Board of Directors has sought the approval of the Members for the appointment of Mr. Maruthuvakudi Sankaranarayana Srinivasan (DIN : 10709097) as an Independent Director to hold office for a term upto 15 July 2029. In the opinion of the Board of Directors; he possesses integrity, expertise and experience and holds the valid registration with the databank of Independent Directors pursuant to provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Upon recommendation of the Nomination and Remuneration Committee; the Board of Directors has sought the approval of the Members for the appointment of Mr. Pattanasetty Rajashekhar (DIN : 09514548) as an Independent Director to hold office for a term upto 8 August 2029. In the opinion of the Board of Directors; he possesses integrity, expertise and experience and holds the valid registration with the databank of Independent Directors pursuant to provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Upon recommendation of the Nomination and Remuneration Committee; the Board of Directors has sought the approval of the Members for the appointment of Mr. Sourirajan Rajagopalan (DIN : 10738323) as an Independent Director to hold office for a term upto 31 August 2028. In the opinion of the Board of Directors; he possesses integrity, expertise and experience and holds the valid registration with the databank of Independent Directors pursuant to provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Upon recommendation of the Nomination and Remuneration Committee; the Board of Directors at its meeting held on 9 August 2024 has recommended reappointment of Mr. Vijaydipak Mukundprasad Varma (DIN : 00011352) as an Independent Director for another term to hold office upto 30 September 2026 for approval of the Members at the ensuing annual general meeting. In the opinion of the Board of Directors; he possesses integrity, expertise and experience and holds the valid registration with the databank of Independent Directors pursuant to provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 9 August 2024 has co-opted Mr. Nishikant Balkrishna Ektare (DIN : 02109633) as an Additional Director of the Company and appointed him as the Executive Director (Operations) for a term from 9 August 2024 to 9 March 2027, subject to approval of the Members at the ensuing annual general meeting.

The Board of Directors at its meeting held on 12 May 2023 co-opted Dr. Shalini Sarin as an Additional Director in the category of Independent Director with effect from 13 May 2023. The Members of the Company at their annual general meeting held on 3 August 2023 have appointed her as an Independent Director of the Company to hold office for a term upto 12 May 2028.

Mr. M. V. Kotwal, Independent Director retired on 10 October 2023 pursuant to the resolution passed by the Members of the Company at their annual general meeting held on 11 August 2020. The Board placed on record its sincere appreciation and recognition of the valuable contribution and services rendered by him.

Changes in Key Managerial Personnel (KMP) during the financial year 2023–2024 :

There was no change in the Key Managerial Personnel during the financial year 2023–2024.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, rules thereof and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are in compliance with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, all Independent Directors possess integrity, expertise, skills and experience for carrying out functions of an Independent Director.

Pursuant to provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and as amended; all the Independent Directors have confirmed that they hold valid registration certificate with the Databank of Independent Directors.

The Company has laid down a Code for the Board of Directors and Senior Management of the Company. The said Code is available on the website of the Company viz. www. kirloskarferrous.com All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Board has carried out a formal review for evaluating the performance and effectiveness of the Board, Committees of the Board and of individual directors.

Performance of the Board was evaluated on the basis of criteria such as board composition and structure, effectiveness of board processes, participation in organisation strategy, etc. Performance of various committees was evaluated by the Board based on appropriate criteria.

Upon recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is available on the website of the Company, viz. www. kirloskarferrous.com

During the financial year 2023–2024, six meetings of the Board of Directors were convened and held, details of which are provided in the Report on Corporate Governance.

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

The Company has granted loans aggregating to H 113.23 Crores during the year ended 31 March 2024. These primarily consist of the loan of H 111.74 Crores to Oliver Engineering Private Limited (wholly owned subsidiary), loans to employees in accordance with the policies of the Company and loans to contractors in the normal course of business of the Company. Closing balances of these loans are disclosed under the schedule of Loans and Advances in the Financial Statements.

During the financial year 2023-2024, the Company has not given any loan or guarantee or acquired any security exceeding the limit prescribed pursuant to provisions of Section 186(2) of the Companies Act, 2013.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee and were at arm's length and in the ordinary course of business.

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014; the material transactions with related party are disclosed in Form AOC-2 annexed herewith as Annexure A.

The policy on related party transactions is available on the website of the Company, viz. www.kirloskarferrous.com

During the financial year 2023–2024;

• Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules thereof; maintenance of cost records has been mandatory for the Company and such accounts and records relating to utilisation of materials, labour and other items of cost have been prepared and maintained.

• Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 have been complied with.

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

• There has been no change in the nature of business of the Company.

• To the best of our knowledge, the Company has not received any such order from regulators, courts or tribunals, which may impact the going concern status or the operations of the Company in future.

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

• Neither any application has been made nor any proceeding has been pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• There was no incidence of settlement in respect of any loan availed from any bank or financial institution.

There is no material change or commitment occurring after the end of the financial year, which may affect the financial position of the Company.

For the financial year 2023-2024, Mr. R. V. Gumaste, Managing Director is entitled for the remuneration of H 3,000,000 as the commission and H 660,000 as the sitting fees from ISMT Limited (subsidiary company). He has not received any remuneration from Kirloskar Industries Limited (holding company).

Mr. R. S. Srivatsan, Executive Director (Finance) and Chief Financial Officer was appointed as the Chief Financial Officer of ISMT Limited with effect from 5 February 2024. He has received H 150,000 as remuneration from ISMT Limited (subsidiary company) for the financial year 2023-2024. He has not received any remuneration from Kirloskar Industries Limited (holding company).

Consolidated Financial Statements of the Company and its subsidiaries for the year ended 31 March 2024 form part of this annual report. A statement containing salient features of the financial statements of the subsidiaries / associate companies / joint venture companies for the year ended 31 March 2024 has been annexed to the Financial Statements of the Company in Form AOC-1.

Honourable National Company Law Tribunal (NCLT), Mumbai vide its Order dated 24 July 2024 has sanctioned the Scheme of Arrangement and Merger of ISMT Limited ("Transferor Company") with Kirloskar Ferrous Industries Limited ("Transferee Company") and their respective shareholders pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. After filing the certified true copy of the aforesaid Order alongwith a copy of the Scheme with the Registrar of Companies, Pune, the Ministry of Corporate Affairs, Government of India on 8 August 2024, the Scheme has become operative effective from 1 April 2023 (‘Appointed Date'). In terms of the Scheme, ISMT Limited stands merged into and with the Company and dissolved without being wound up on and from the Effective Date of 8 August 2024.

During the financial year 2023–2024, the Company acquired 100 percent of the paid-up equity share capital and the sole management control of Oliver Engineering Private Limited (‘OEPL') in terms of the Order passed by the Honourable National Company Law Tribunal, New Delhi and OEPL has become wholly owned subsidiary of KFIL with effect from 29 September 2023.

OEPL has the manufacturing facility with a capacity of 28,000 MT per annum situated at village Sandharsi, Tehsil Rajpura, Patiala, Punjab 140417. In order to finance the cost of setting up manufacturing unit, OEPL had availed the term loans from the lenders in the past. However, due to downturn or recession in economy leading to low level of sales and losses, OEPL faced severe liquidity constraints to meet its financial obligations and eventually the account of OEPL was classified to NPA category by the lenders.

Consequently, the Corporate Insolvency Resolution Process (CIRP) was initiated against OEPL by the order of the National Company Law Tribunal, New Delhi passed on 26 April 2022 under Section 7 of the Insolvency and Bankruptcy Code, 2016. The Resolution Plan submitted by the Company was approved by the Committee of Creditors of OEPL and subsequently approved by the National Company Law Tribunal, New Delhi vide its order dated 12 September 2023.

As the operations of the plant were suspended since last two years, refurbishment work of the equipment is in progress. The refurbishment work is expected to be completed by first half of the financial year 2024-2025. Castings to be produced from that plant will help in catering to the raising demand from northern India and the presence of the company products PAN India. This will facilitate expansion of geographical reach in the castings business and cater to the growing needs of customers in Northern India.

The Company has a Risk Management Committee consisting of Mr. V. M. Varma as the Chairman and Mr. R. V. Gumaste, Mr. A. N. Alawani and Mr. Pravir Kumar Vohra as Members of the Committee. Based on the recommendation of the Committee, the Risk Management Policy has been amended to include ESG related risks, information and cyber security risks. The Board reviews effectiveness of risk management activities on regular basis.

The process of risk management covers risk identification and classification of risks, risk rating, risk mitigation and risk monitoring and review. Risks have been classified as strategic, operational, financial, statutory / compliance and reputational.

Based on recommendation of the Risk Management Committee, the Risk Coordinator has been appointed to work with Risk Owners to identify risks and facilitate development of risk mitigation plans.

The Company has deployed controls including defined code of conduct, whistle blower policy, management review and MIS mechanisms, internal audit mechanism. The process level controls have been instituted through company policies and procedures and continuous monitoring of efficiency in operations.

There is regular management oversight of the internal controls environment at the Company. The Audit Committee alongwith the Management oversees reports of the internal audit and reviews implementation on a periodic basis.

The Board of Directors has adopted the Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud, unethical behaviour, mismanagement, leakage of Unpublished Price Sensitive Information (UPSI), etc. The policy has provided a mechanism for employees and other persons dealing with the Company to report to the Chairman of the Audit Committee any such instance. No case was filed during the year.

The policy has been uploaded at the website of the Company, viz. www.kirloskarferrous.com

The Company has in place a policy for prevention of sexual harassment at workplace. This would, inter alia, provide a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. There was no complaint / case filed / pending with the Company during the year under review.

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

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013; copies of annual returns filed with the MCA are available at the website of the Company viz. www. kirloskarferrous.com and the Annual Return for the financial year 2023–2024 will be uploaded on the website after filing with the MCA.

Details on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure B.

The Company has always believed in working for the betterment and upliftment of the society. Corporate Social Responsibility (CSR) has been practiced over the years in the Company. Focus areas under CSR include Education, Health and Hygiene, Environment and Rural Development. The Company has been carrying out various CSR activities directly or through implementing agencies.

The composition of CSR Committee and the Report on CSR activities during the financial year is annexed herewith as Annexure C.

Information relating to remuneration and other details as required pursuant to Rule 5 of the Companies (appointment and remuneration of managerial personnel) Rules, 2014 is annexed herewith as Annexure D.

The Company views employee stock options as an instrument that would enable the employees to share the value they create for the Company and align individual objectives of the employees with the objectives of the Company.

The Company has two employee stock option schemes, viz. KFIL Employee Stock Option Scheme 2017 (‘KFIL ESOS 2017') and KFIL Employee Stock Option Scheme 2021 (‘KFIL ESOS 2021') in order to motivate, incentivize and reward employees. The Board of Directors and the Nomination and Remuneration Committee of the Company are authorised to administer both schemes.

During the financial year, the Nomination and Remuneration Committee at its meeting held on 3 November 2023 has granted 16,000 stock options pursuant to ‘KFIL ESOS 2021'.

Pursuant to Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; certificates from the secretarial auditor that the schemes have been implemented in accordance with these regulations and in accordance with the resolutions passed by the Members of the Company in the general meetings would be placed before the Members at the ensuing annual general meeting.

Disclosures on schemes, details of options granted, shares allotted upon exercise are annexed herewith as Annexure E and are also available on the website of the Company at www. kirloskarferrous.com

No employee has been granted stock options equal to or exceeding one percent of the issued capital of the Company.

In line with the Indian Accounting Standards ("Ind AS") 102 on 'Share Based Payments' issued by the Institute of Chartered Accountants of India ("ICAI"); the Company has computed the cost of equity-settled transactions by using the fair value of the options at the date of the grant and recognized the same as employee compensation cost over the vesting period.

The Members of the Company at their annual general meeting held on 27 July 2021 have reappointed M/s. Kirtane & Pandit LLP, Chartered Accountants as the Statutory Auditor of the Company to hold office for another term of five years from the conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General Meeting of the Members of the Company. The statutory auditor has provided a certificate confirming that requirements prescribed under provisions of Section 141 of the Companies Act, 2013 have been fulfilled.

The report given by the statutory auditor on the standalone and consolidated financial statements of the Company for the financial year 2023–2024 forms part of this Annual report. There is no qualification / reservation / adverse remark in the report given by the statutory auditor.

Pursuant to provisions of Section 139 of the Companies Act 2013 read with the rules thereof and upon the recommendation of the Audit Committee and considering increase in operations of the Company post-merger of ISMT Limited by addition of steel and tubes business, the Board of Directors has recommended for the approval of the Members of the Company at the ensuing annual general meeting, the appointment of ‘P G BHAGWAT LLP', Chartered Accountants as the Statutory Auditor of the Company to hold office for a term from conclusion of 33rd annual general meeting till conclusion of 38th annual general meeting and to conduct the audit of the books of account of the Company for the financial years ending 31 March 2025 and 31 March 2026 jointly with ‘Kirtane & Pandit LLP', the present statutory auditor.

‘P G BHAGWAT LLP', Chartered Accountants have provided a written consent to the proposed appointment and a certificate that the appointment, if made, shall be in accordance with provisions of Sections 139 and 141 of the Companies Act, 2013 and rules thereof.

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules thereof; Mr. Mahesh J. Risbud, Practicing Company Secretary has been appointed to conduct the Secretarial Audit of the Company for the financial year 2023- 2024. The Secretarial Audit Report issued by him is annexed herewith as Annexure F. There is no qualification / reservation / adverse remark in the Secretarial Audit Report.

Pursuant to the SEBI Circular CIR/CFD/CMD1/27/2019 dated 8 February 2019; and SEBI Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, Mr. Mahesh J. Risbud, Practicing Company Secretary has also issued the Secretarial Compliance Report for the financial year 2023–2024.

Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules thereof, the Board of Directors has appointed ‘Dhananjay V. Joshi & Associates', Cost Accountants as the Cost Auditor to conduct the audit of cost accounting records for the financial year 2024–2025.

Pursuant to provisions of Regulation 34(3) of the SEBI (LODR) Regulations, 2015; the Report on Management Discussion and Analysis forms part of this Annual Report.

The Company conforms to norms of the corporate governance as envisaged in the Listing Agreement executed with the stock exchange. Pursuant to provisions of Regulation 34(3) of the SEBI (LODR) Regulations, 2015; the Report on Corporate Governance forms part of this Annual Report.

A certificate from the statutory auditor, regarding compliance with conditions of corporate governance as required pursuant to provisions of the SEBI (LODR) Regulations, 2015 has been annexed to the Report on Corporate Governance.

Pursuant to provisions of Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015; the Business Responsibility and Sustainability Report forms part of this Annual Report.

Pursuant to provisions of Section 134 of the Companies Act, 2013 in respect of Directors' Responsibility Statement; the Directors state that :

a) in the preparation of the annual accounts; the applicable accounting standards have been followed and there were no material departures;

b) accounting policies as mentioned in the Notes forming part of the Financial Statements have been selected and applied consistently. Further, judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were laid down and such internal financial controls were adequate and were operating effectively and

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

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

The Board wishes to place on record its appreciation towards the contribution of all employees of the Company and its gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

For and on behalf of the Board of Directors of

Chairman

Place :Pune

(DIN : 00007387)

Date : 9 August 2024