Kirloskar Brothers Ltd

TO THE MEMBERS

Your Directors present the 104^th Board Report and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 together with the reports of the Auditors thereon.

FINANCIAL RESULTS

The financial results of the Company for the Financial Year 2023-24 as compared with the previous Financial Year are as under:

(Rs in Million)

DIVIDEND

The Board of Directors have recommended a Dividend of

6/- per equity share i.e. @ 300% of face value of 2/- each, for the Financial Year 2023-24 ( 4.50/- per equity share as Dividend for the Financial Year 2022-23) as per the Dividend Distribution Policy.

The total outflow towards dividend recommended for the Financial Year 2023-24 will be 476.45 Million as against

357.34 Million for the previous financial year.

Your Company has formulated a policy for Dividend Distribution which is disclosed on the website of the Company and can be accessed at https://www.kirloskarpumps. com/wp-content/uploads/2021/09/Dividend-Distributio n-Policy-2021.pdf

OPERATIONS OF THE COMPANY

The revenue from operations for the year under review is 27,201 Million, which represents an increase of 7% as compared to the previous financial year.

The Financial Year 2023-24 witnessed a significant revival of the economy, facilitating the successful operation of all the Company plants throughout the year. This, in turn, allowed the Company to provide its customers with the best possible products and services.

The Company experienced substantial growth in various industry sectors, including building & construction, water, irrigation, power, chemical, pharma, steel, oil & gas, sugar and retail business. This growth was driven by a focus on value-added and sustainable products such as Lowest Life-cycle Cost (LLC^TM) pumps, pressure boosting systems, dewatering pumps, micro-hydropower generator-PICO, process pumps and Autoprime pump sets. The Company's signature IoT-based remote pump monitoring system – KirloSmart^TM also continued to gain acceptance, further contributing to the Company's success.

In the dynamic realm of water pumping technology, the Company has introduced the latest iteration of its renowned Lifter pumps series, meticulously crafted for shallow wells. This new advancement boasts of an extraordinary discharge rate that is 260% higher than our closest competitors, solidifying the Company's commitment to excellence in water solutions. The mini-series pump selection is further enhanced by the addition of the Aqua Torrent 10 FCL, as well as the Jalhasti and Jaltara 1 HP pumps and borewell oil-filled submersible pump (KU6i) to consolidate its position in the agricultural and residential segments. For the industrial segment, the Company has launched the vertical inline short-coupled pump set, the KW-SC, and an enhanced version of the DBxe SS pump.

As Kirloskarvadi steps into its 114^th year, it faces new challenges and opportunities. The industrial landscape is rapidly evolving, with Industry 4.0 ushering in automation and digitalisation. The Company is adapting to these changes by embracing new technologies and investing in research and development and the manufacturing process. All the plants had record number of sales with highest number of despatches. The Total Productive Maintenance (TPM) journey has been a resounding success. The formation of cross-functional teams dedicated to enhancing equipment performance, employed a systematic approach to identify and eliminate losses that hinders equipment effectiveness.

The Company is proud to be associated with national projects of significance. We have contributed to the Shri Ram Mandir, Ayodhyabysupplyingover100pumpsforfirefightingandwater supply to Millions of devotees. Additionally, our pumps have been used for fire protection systems in the New Parliament House and the Surat Diamond Bourse. The Company's contribution extends to public transportation infrastructure, having supplied pumps to the recently inaugurated Kolkata and Agra Metro projects. Our HVAC pumps also ensure cooling comfort to visitors of Yashobhoomi Convention Centre and Bharat Mandapam in Delhi. Recognising the critical role of nuclear energy in the future, the Company has supplied moderator coolant pumps to the Kakrapar Nuclear

Power Plant in Gujarat, and circulating Water Metallic Volute pumps to Rajasthan Atomic Power Plant, underscoring our commitment to supporting India's infrastructure development across various sectors.

The Company's international businesses delivered a strong performance despite the challenges posed by the increasing inflation and the global supply chain issues. The Company has signed a Memorandum of Understanding with the Ministry of Lands, Agriculture, Fisheries, Water & Rural Development of Zimbabwe. This strategic partnership aims to accelerate irrigation development across the country, contributing to increased agricultural productivity and food security. Our group company, SPP Pumps Ltd. has become the first company in the world to offer a Factory Mutual (FM) approved Multi-stage Multi-outlet pump set. This pump is specifically designed to provide reliable, efficient, and cost-effective fire protection for high-rise buildings.

The Company has strengthened the capabilities of its channel partners for faster product delivery and service. To serve better and reduce timelines of product deliveries, the Company has opened Authorised Pump set Original Equipment Manufacturer plants across the country.

Furthermore, through its Vikas Charitable Trust (VCT), the Company actively engaged in various CSR initiatives, reflecting its commitment to giving back to the Community.

AWARDS AND RECOGNITION

The Company has garnered numerous awards and recognitions that reaffirm its dedication to innovation and excellence. Among these, the notable patents that have been awarded for its pioneering contributions to technology, include:

• The PICO turbine: a groundbreaking system in hydropower generation.

• The innovative design of two key components in its mini pump:thedeliverycasingandthemountingcasingvolute.

• An innovative shaft sealing mechanism in the triple offset valves.

Our Sanand factory has been the recipient of several prestigious awards, highlighting its manufacturing prowess and innovative practices. It was awarded the Silver medal for the assessment year 2023 in the National Awards for Manufacturing Competitiveness (NAMC), conducted by the International Research Institute for Manufacturing. The factory received the ‘Par Excellence Award' for its 5S Kaizen Case Study Presentation at the 9^th National Conclave on 5S, organised by the Quality Circle Forum of India Ahmedabad Chapter. It was named ‘Winner - Excellence in Engineering & Design' as well as the ‘Winner - Excellence in Innovation' in the large category at the Manufacturing Today Conference & Awards 2023.

Meanwhile, our Kaniyur plant has distinguished itself in various categories. It received one Gold and one Silver award at the National Convention on Quality Concepts Nagpur chapter. It was awarded a Silver award in the NAMC audit. The plant earned one Gold award for a quality case study conducted by the Coimbatore Productivity Council. Additionally, it won two Silver awards for the best productivity improvement project conducted by the Coimbatore Productivity Council.

Furthermore, SPP Pumps, our group company, won the esteemed Manufacturer of the Year Award in Great Britain for the second year in a row. Ben Warren winning the Rising Star Award was another feather in their cap. Both these achievements speak volumes about SPP Pump's relentless pursuit of excellence.

Collectively, these achievements not only reflect the Company's innovative edge and competitive spirit but also its role as a leader in the global pump manufacturing industry.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the Financial Year 2023-24 and not to transfer any amount to general reserve.

1. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2024 was 158.82 Million comprising of 79,408,926 equity shares of 2/- each. The Company does not have any shares with differential voting rights or sweat equity.

2. ANNUAL RETURN

As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013 (‘the Act'), the Annual Return of the Company is placed on the website of the Company at https://www.kirloskarpumps.com/investors/ shareholders-meetings/

3. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year under review, 6 Board meetings were held, the details of which are appearing in the Report on Corporate Governance.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors to the best of its knowledge and ability confirm that: (a) in preparation of the annual accounts, the applicable accounting standards have been followed.

(b) they have 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 of the Company for that period.

(c) they have 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) they have prepared the annual accounts on a going concern basis.

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. INDEPENDENT DIRECTORS' DECLARATION

All Independent Directors of the Company have given declaration under Section 149(7) of the Act, that they meet the criteria laid down in Section 149(6) of the Act.

6. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities as required by the directors for the effective functioning of the Board.

The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy. As per the policy, the Executive Directors are entitled to a fixed salary, commission based on performance evaluation and other non-monetary benefits. In case of Non-Executive Directors, apart from receiving sitting fees, they are entitled to commission on the basis of criterion as per the policy.

The Remuneration Policy is available on the website of the Company at https://www.kirloskarpumps.com/ wp-content/uploads/2023/01/Remuneration-Policy.pdf. The salient features of this policy are as follows:

• Philosophy: The Company strongly believes that the system of Corporate Governance protects the interest of all stakeholders by inculcating transparent business operations and accountability from management towards fulfilling the consistently high standards of Corporate Governance in all facets of the Company's operations.

• Objective: Transparent process of determining remuneration at the Board and Senior Management level and appropriate balance between the elements comprising the remuneration.

• Coverage: The policy covers remuneration to Executive, Non-Executive Directors, Key Managerial Personnel and Senior Managerial Personnel.

7. REPORT OF AUDITORS

During the Financial Year under review, there are no qualifications, adverse remarks, or disclaimers made by the Statutory Auditors on the financial statements of the Company and by the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as Annexure V. There are no cases of fraud detected and reported by the Auditor under Section 143(12) during the Financial Year.

M/s. Sharp & Tannan Associates, Chartered Accountants (Firm Registration No. 109983W) have been appointed as Statutory Auditors of the Company for the second term of 5 consecutive years by the shareholders with effect from the conclusion of 102^nd Annual General Meeting till the conclusion of 107^th Annual General Meeting.

Mr. Shyamprasad Limaye (CP No. 572), Practicing Company Secretary was the Secretarial Auditor of the Company as per Section 204 of the Act, for the Financial Year 2023-24. M/s. Dinesh Birla & Associates (CP No. 13029), Practicing Company Secretary have been appointed as Secretarial Auditors of the Company for the Financial Year 2024-25.

M/s. Parkhi Limaye & Co. (Firm Registration No. 000191) was the Cost Auditor of the Company for the Financial Year 2023-24. M/s. Harshad S. Deshpande & Associates, (Firm Registration No. 00378) have been appointed as the Cost Auditors, as per Section 148 of the Act, read with applicable rules made thereunder, for the Financial Year 2024-25. Their remuneration is subject to the approval by the Members at the ensuing Annual General Meeting.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees or investments under Section 186 of the Act, are available under Note no. 5, 7, 35E and 36 of notes to accounts, attached to the Standalone Financial Statements.

The full particulars are available in the Register maintained under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday).

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year 2023-24 with the related parties were in the ordinary course of business and at arm's length basis. There were no transactions required to be disclosed in Form AOC-2 (Annexure IV).

During the Financial Year, the Company has not entered into contracts / arrangements / transactions with the related parties which could be considered material in accordance with the Company's ‘Policy on Related Party Transactions'. The said policy is available on the website of the Company.

Further, attention is drawn to Note no. 35 of the Standalone Financial Statements of the Company for details of related party transactions.

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

Details of energy conservation, technology absorption, research and development and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act, read with the applicable rules, are given as an Annexure I to this Report.

11. RISK MANAGEMENT

The Risk Management Committee of the Company meets at regular intervals and identifies the top risks and prioritises those risks. Particulars of the Committee and salient features of the Risk Management Policy of the Company, are given in the Report on Corporate Governance. The Risk Management Policy, inter alia, includes identification of major risks and also those risks which in the opinion of the Board may threaten the existence of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Company has a CSR Policy as per the requirements of the Act and the same is available on the website of the Company.

The key drivers of this policy are as follows:

• The Company believes that serving society is a primary purpose.

• Perceivable improvement in attitude, culture and values amongst employees and community.

• Conservation of natural resources and commitment to Green Environment.

• Developing business processes which are environmentally and socially sustainable.

The details of CSR Policy of the Company and the status of implementation of CSR initiatives are covered in the

Corporate Social Responsibility Report in the required format, annexed as Annexure II to this report.

13. BOARD EVALUATION

The Board has formulated a Board Evaluation Policy for evaluation of individual Directors as well as the entire Board and Committees thereof. The evaluation framework is divided into parameters based on various performance criteria. The evaluation process for the Financial Year ended on March 31, 2024 has been carried out.

As a part of the evaluation process, the Directors submitted their feedback regarding the evaluation of the Board and its Committees and other individual Directors of the Company for the Financial Year 2023-24, through an online platform. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman and the Managing Director was also carried out by the Independent Directors, taking into account the views of the Executive and Non-Executive Directors. The performance evaluation of the Joint Managing Director of the Company was carried out by the Independent Directors. The results of the said evaluation were shared with the Board, Chairman of the respective Committees and individual directors. The results showed high level of commitment and engagement of the Board and its various committees.

In compliance with the requirements under Schedule IV of the Act, read with Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations, 2015'), a meeting of Independent Directors was held on March 29, 2024 primarily to discuss the matters mentioned under the said Schedule.

14. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

Following are the highlights of performance of subsidiaries, associate and joint venture companies and their contribution to the overall performance of the Company during the period under review.

i. Karad Projects and Motors Limited

The revenue for the year under review is

5,065 Million which is 1.70% less as compared to the previous year. This constitutes 12.66% of consolidated revenue of your Company.

ii. The Kolhapur Steel Limited

The revenue for the year under review is 534 Million which is 17.20% more as compared to the previous year. This constitutes 1.33% of consolidated revenue of your Company.

iii. Kirloskar Corrocoat Private Limited

The revenue for the year under review is 405 Million which is 14.90% more as compared to the previous year. This constitutes 1% of consolidated revenue of your Company.

iv. Kirloskar Brothers International B.V. (consolidated)

The revenue for the year under review is 12,577 Million which is 6.80% more as compared to the previous year. This constitutes 31.43% of consolidated revenue of your Company.

v. Kirloskar Ebara Pumps Limited (Joint Venture)

The revenue for the year under review is 3,013 Million which is 30.44% more as compared to the previous year.

The financial position of the subsidiaries and joint venture companies is given in AOC-1, in this Integrated Annual Report.

15. OTHER STATUTORY DISCLOSURES AS REQUIRED UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

(i) Financial summary/highlights are included elsewhere in the Report.

(ii) There was no change in the nature of business during the year under review.

(iii) Details of Directors are given in the Report of Corporate Governance, forming part of this Integrated Annual Report.

- Ms. Rama Kirloskar (DIN 07474724) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

- Mr. Amitava Mukherjee (DIN 00003285) ceased to be Director with effect from July 03, 2023, due to his demise.

- Mr. Vinayak Deshpande (DIN 00036827) was appointed as an Additional Director and Independent Director with effect from August 02, 2023. The Shareholders vide resolution passed through Postal Ballot on September 10, 2023, have approved his appointment as Independent Director of the Company with effect from August 02, 2023 for a term of 5 years upto August 01, 2028.TheBoard is of the opinion that Mr. Vinayak Deshpande possesses requisite qualifications, experience, expertise and proficiency.

- During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company.

Mr. Sanjay Kirloskar - Chairman and Managing Director, Mr. Chittaranjan Mate - Chief Financial Officer (CFO) and Mr. Devang Trivedi

– Company Secretary, are the KMP of the Company during the year under review.

Mr. Ravish Mittal has been appointed as CFO and KMP with effect from May 15, 2024 in place of Mr. Chittaranjan Mate, who resigned as CFO and KMP with effect from May 14, 2024.

(iv) KBL Synerge LLP ceases to be an associate of the Company consequent upon its striking off by the Registrar of Companies, Pune on July 03, 2023. During the year under review, the Company has acquired the remaining equity shares of TKSL. Resultantly, TKSL has become a wholly owned subsidiary of the Company. Apart from this, no company has become or ceased to be a subsidiary, joint venture or associate company of the Company.

Material Subsidiaries

Regulation 16 of the SEBI Listing Regulations 2015 defines a ‘material subsidiary' to mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

Under this definition, Karad Projects & Motors Limited, Karad, Maharashtra (‘KPML'), incorporated on 2^nd April 2001, an Unlisted Indian Subsidiary and SPP Pumps Limited (‘SPP'), UK, incorporated on 21^st July, 2003, an Unlisted Foreign Subsidiary, are material subsidiaries of the Company.

The subsidiaries of the Company function independently, under the supervision and control of the Board of Directors of respective companies. The minutes of Board Meetings of subsidiaries of the Company are placed before the Board of Directors of the Company for their review, at every quarterly Meeting.

In addition to the above, Regulation 24 of the SEBI Listing Regulations, 2015 requires that at least one Independent Director on the Board of Directors of the listed entity shall be a Director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For this provision, material subsidiary means a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. However, there is no such Subsidiary which falls under this definition of unlisted material subsidiary for the financial year ended March 31, 2024.

M/s. Sharp & Tannan Associates, Chartered Accountants, Pune, are the statutory auditors of KPML. Saffery Champness, Chartered Accountants, UK, are the statutory auditors of SPP.

The other requirements as prescribed under Regulation 24 of the SEBI Listing Regulations, 2015 for Subsidiary Companies have been complied with.

Secretarial Audit of Material Unlisted Indian Subsidiary

KPML, a material subsidiary of the Company carried out Secretarial Audit for the Financial Year 2023-24 pursuant to Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, 2015. The Secretarial Audit Report of KPML submitted by Mr. Yogesh Kandalgaonkar, Practicing Company Secretary is attached as Annexure VI to this Report and it does not contain any qualification, reservation or adverse remark or disclaimer.

(v) Details relating to Deposits:

The Company has neither accepted nor renewed matured deposits since January 2003 and there were no deposits accepted by the Company as covered under Chapter V of the Act read with Rules made thereunder.

(vi) The details of Deposit which are not in compliance with the requirement of the Chapter V of the Act – NA.

(vii) No significant and material orders were passed by the regulators or court or tribunals impacting the going concern status and Company's operations in future.

(viii) Details in respect of adequacy of internal financial controls with reference to the financial statements:

The Company has adequate internal financial control systems in place. The control systems are regularly reviewed by the external auditors and their reports are presented to the Audit Committee.

The Company has an Internal Audit Charter specifying mission, scope of work, independence, accountability, responsibility and authority of Internal Audit Department. The internal audit reports are placed before the Audit Committee meeting along with management response.

(ix) Your Company is required to maintain the cost records as required under Section 148(1) of the Act and accordingly, such accounts and records are maintained by the Company for the Financial Year ended on March 31, 2024.

(x) The details of application made or any proceedings 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 – Nil.

(xi) The details of the 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 reason thereof - Nil.

(xii) Other disclosures required under the Companies Act, 2013 as may be applicable:

• Composition of the Audit Committee has been disclosed in Corporate Governance Report. All the recommendations of the Audit Committee were accepted by the Board.

• Establishment of Vigil Mechanism: The Company has already in place a ‘Whistle Blower Policy' as a Vigil Mechanism since 2008. During the year, the Policy was amended, the details of which are reported in Corporate Governance Report.

• Disclosure as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure III. Details of employees pursuant to Rule 5(2) of the said rules, will be provided on request by the Company Secretary.

(xiii) Other Disclosure:

- The Company has filed a suit against Kirloskar Proprietary Limited (KPL) relating to the use, assignment and ownership of the trademark "Kirloskar". The Company has made appropriate pleadings in the said Suit as advised by the Legal Advisors of KBL and has inter-alia, challenged the unlawful termination and sought declaration, injunction and other appropriate relief/s. KPL subsequently has withdrawn the termination letters with effect from March 3, 2020.

- The Company has, without prejudice to its rights and contentions, including those in the pending proceedings, in compliance with the directions of the Order dated 05.12.2023 of the Hon'ble Commercial Court, Pune, deposited the claimed Royalty amount with the Court from October 2018 onwards until 3^rd quarter of FY 2023-24. Pending dispute, the Hon'ble Commercial Court, has directed its treasury to invest the said deposited royalty amount in a Nationalised bank for a fixed term of three years.

- In terms of the requirement under Regulation 30A(2) of the SEBI Listing Regulations, 2015, the details of the said agreements, are given below:

16. CASH FLOW

Cash flow statement for the Financial Year ended on March 31, 2024 forms part of the Financial Statements attached to this report.

17. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

Safety and Health

• Reporting of Safety opportunities shows the safety maturity of the plant. Employees of Safety matured industries, report all safety opportunities to eliminate the chances of accidents. The Company's employees have been reporting safety opportunities in order to make the Company a safer place to work.

• Reporting of safety opportunities merely will not eliminate workplace hazards, but compliance of relevant corrective and preventive actions are required.

The Company has complied with more than 90% corrective and preventive actions.

• The Company has developed internal audit process, and all safety officers are trained to carry out safety audit. A semi quantitative methodology is developed for the safety audit with reference to IS14489. All manufacturing plants of the Company are audited by cross plant safety auditors.

• To improve safety awareness, safety training is one of the important tool which also improves the skill and knowledge of safety. The Company has provided more than 4 man hours safety training to the employees, which has surpassed the target of 3.5 man hours per employee.

• The Company has introduced the Suraksha Mitra (Safety Stewards) concept. Selected employees from workmen and staff are nominated as Suraksha Mitra. A specialized training is provided to them. These Suraksha Mitra work as extended hand to Safety officers.

• Behavioural Based Safety (BBS) is one of the modern time tool to change the mind set of employees leading towards safer culture. BBS systems helps the company to improve its safety culture. The Company's employees have given tremendous response to this system and carried out more than 6500 safety BBS checks this year which are almost 10% more than the previous year.

• Small injuries are the indication of safety performance. Control over small injuries leads to less chance of any big injury. There is 15% reduction in first aid injuries in year 2023-24 as compared to year 2022-23.

Environment and Energy

The Company's values are the pillars that hold its beliefs and help it to fulfil its Purpose, Vision and Mission. "Commitment towards the Environment" is one of the Company's values that guide its actions towards the path of green future. Under sustainability drive, the Company focuses upon continual improvement of the environment and energy performance through short-term and long-term goals.

The Company has been evaluating scope 1 & 2 GHG emissions since long, however from FY 2023-24, it has also started evaluation of scope 3 GHG emissions. This will help in identifying areas of improvement for prioritising the actions. This is a significant step towards finalising the Company's Net Zero roadmap in line with India's commitment of being Net Zero by 2070.

The Company has continued its focus towards other green aspects like enhancing biodiversity, recycling of resources, water conservation, waste disposal, green procurement and developing green / energy efficient products to name a few. The four manufacturing plants viz. Kirloskarvadi, Sanand, Dewas and Kaniyur, are now GreenCo Certified that validates the efforts towards green manufacturing. The Company has alsoobtainedGreenProductCertificationforfewofitsproducts, which will set a benchmark for manufacturing industry.

The Company has achieved around 22% of its energy consumption through renewable sources like wind and solar power. The Company has initiated actions to enhance this share up to 70% within next two years. Apart from improving the clean energy contribution, it will help in reducing energy cost as well as related scope 2 GHG emissions.

All the manufacturing plants of the Company are ISO-50001 Certified for Energy Management Systems. Apart from this, the Company continues energy saving drive through ENCON (Energy Conservation) competition across the group. This initiative improves awareness of employees, motivates them to suggest ideas towards energy saving and facilitates sharing of good practices followed by other group companies. The Company encourages its employees to contribute in ENCON journey by appreciating and rewarding their efforts. Further, the Company is also working to improve energy performance through few other initiatives like conducting energy audits and implementing digital energy monitoring systems.

The Company is committed to contribute towards a clean and energy efficient world while preserving green aspects of the planet through its actions.

REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS, CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, 2015, Management Discussion and Analysis Report, Report on Corporate Governance, Auditor's Certificate on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34 (3) and the declaration by the Chairman and Managing Director regarding affirmations for compliance with the Company's Code of Conduct are annexed to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company has been reporting its sustainability performance for the past 14 years. Further, the Company started presenting Integrated Annual Report since 2018-19. The Annual Report for the Financial Year 2023-24 is the 6^th Integrated Annual Report of the Company. Pursuant to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, the Business Responsibility and Sustainability Report for the Financial Year 2023-24 is annexed to this report.

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

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

22 of this Act, read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. We report that for the Financial Year ended on March 31, 2024:

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and co-operation given by the banks and financial institutions. Your Directors would also like to record their appreciation for the persistent efforts by the employees of the Company and wish to express their gratitude to the Members for their continued trust and support.