Kaynes Technology India Ltd

To

The Members,

KAYNES TECHNOLOGY INDIA LIMITED

Your Directors take pleasure in presenting the Sixteenth (16^th) Annual Report of your Company, along with the Audited Financial Statements and Auditor's Report for the Financial Year ended 31 March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

(All amounts are in ' Mn, except per equity share data)

2. STATE OF COMPANY'S AFFAIRS AND BUSINESS PROSPECTS

Revenue summary

Your Board is pleased to report significantly enhanced levels of business and profitability during the year under Report. This was made possible due to concentrated efforts in various spheres from Business Development to Supply Chain to Operations and all the enabling functions.

Your Company achieved a total revenue of ' 13,381.32 Mn during the Financial Year ended 31 March, 2024 as against ' 10,982.55 Mn in the previous Financial Year. Your Company has earned a net profit (after depreciation and tax) of ' 1,263.98 Mn in the current year as against ' 949.69 Mn in the previous year.

Basic EPS for the FY 2023-24 is ' 21.10 as against' 19.79 in FY 2022-23.

Profitability summary

• EBITDA growth over 0.33x and margins improved by 224.21 bps with strong operational performance.

• PAT growth over 0.93x and margins improved by 117.71 bps with improvement in debt matrix and better fixed asset turnover ratio.

3. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the

Company during the year ended 31 March, 2024.

4. DIVIDEND

Your Company has in place the Dividend Distribution Policy for the purpose of declaration and payment of Dividend in accordance with the provision of the Companies Act, 2013 (the "Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").

The Dividend Distribution Policy is available on the website of the Company at https://www.kaynestechnology.co.in/doc/ Codes-and-Policies/Kaynes%o20Technology_Dividend%o20distribution%o20policy.pdf under Investors section.

The Board does not recommend any dividend for the Financial Year 2023-24.

5. AMOUNTS TRANSFERRED TO RESERVES

The Company has not proposed to transfer any amount to the general reserve for the year ended 31 March, 2024.

6. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return i.e., Form MGT-7 of the Company for the FY 2023-24 is available on the website of the Company at https://www.kaynestechnology.co.in/doc/Regulation-46-of-sebi-lodr-regulation/Annual%20Return_2023-24.pdf

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Your Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The composition of the Board of Directors, Key Managerial Personnel and changes in the composition of the Board of Directors and Key Managerial Personnel as on 31 March, 2024 is exhibited below:

*Mr. Heinz Franz Moitzi was appointed on the Board as an Independent Director during the FY 2023-24.

Appointment and Re-appointment:

The following Appointments and Re-appointments were made during the financial year till the date of the report:

• Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 16 May, 2023, appointed Mr. Heinz Franz Moitzi (DIN: 00323506) as an Additional Director in the category of Independent Director of the Company, with effect from the date on which inclusion / registration of his name in the Independent Directors Data Bank under the Ministry of Corporate Affairs ("MCA") portal and accordingly Mr. Heinz Franz Moitzi has registered himself on the Independent Directors Data Bank on 16 June, 2023. Further, the Members of the Company have approved his appointment as an Independent Director of the Company for a period of 5 years till 15 June, 2028 by way of a Special Resolution at the 15^th Annual General Meeting held on 15 September, 2023.

• Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 31 July, 2023 approved the re-appointment of Mr. Ramesh Kunhikannan (DIN: 02063167) as Managing Director, for a further period of 5 years with effect from 01 April, 2024 to 31 March, 2029. The Members of the Company have approved his appointment by way of a Special Resolution at the 15^th Annual General Meeting held on 15 September, 2023.

• Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 31 July, 2023 approved the re-appointment of Mrs. Savitha Ramesh (DIN: 01756684) as Executive Chairperson & Whole Time Director, for a further period of 5 years with effect from 01 April, 2024 to 31 March, 2029. The Members of the Company have approved her appointment by way of a Special Resolution at the 15^th Annual General Meeting held on 15 September, 2023.

• In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jairam P Sampath (DIN : 08064368), Whole-time Director, retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details of Mr. Jairam P Sampath are provided in the Notice of the Annual General Meeting. The Board of Directors recommends his re-appointment.

Resignation:

• Mr. Vivekanandah Ramaswamy, resigned from the office of Independent Director of the Company with effect from close of business hours of the Company on 01 November, 2023, due to alternative professional engagement that is in conflict with the plans of the Company to foray into new business segment. The Board places on record its appreciation for the contributions made by him to the progress of the Company during his tenure as Director of the Company.

None of the Directors are disqualified from being appointed as such under the provision of Section 164 of the Companies Act, 2013.

Your Board consists of 8 (Eight) Members, which include 3 (Three) Executive Directors, 5 (Five) Independent Directors including 1 (One) Woman Independent Director as on the date of this Report. The Board periodically evaluates the need for change in its composition and size.

The Independent Directors, Mr. S G Murali, Mr. Anup Kumar Bhat, Mr. Alexander Koshy, Mr. Heinz Franz Moitzi and Mrs. Poornima Ranganath have maintained highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including Proficiency) necessary for acting as Independent Directors of the Company. Annual Declarations received from the Independent Directors for the FY 2023-24 contain affirmations regarding registrations in the data bank.

The Company has 5 (Five) Key Managerial Persons (KMPs) including Executive Directors, Mrs. Savitha Ramesh, Executive Chairperson and Whole-time Director, Mr. Ramesh Kunhikannan, Managing Director, Mr. Mr. Jairam P Sampath, Whole-time Director and Chief Financial Officer, Mr. Rajesh Sharma, Chief Executive Officer and Mr. S M Adithya Jain, Company Secretary & Compliance Officer as on the date of this Report.

Changes in Key Managerial Personnel:

Mr. Ramachandran Kunnath resigned as Company Secretary & Compliance Officer of the Company w.e.f closing of business hours on 15 July, 2023. The Board has placed on record its deep appreciation of the contribution made by Mr. Ramachandran Kunnath during his tenure as Company Secretary & Compliance Officer of the Company.

Based on the recommendation of Nomination & Remuneration Committee, the Board at its Meeting held on 31 July, 2023 appointed Mr. S M Adithya Jain as Company Secretary & Compliance Officer w.e.f. 15 September, 2023.

List of Senior Management

Definition of Senior Management as per SEBI (Listing Obligations and Disclosure Requirement) 2015

"Senior Management" to include the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors). The new definition also covers all the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.

List of Senior Management

* Mr. G Sriram resigned from the office of Vice President with effect from closing of business hours on 26 March, 2024.

Declaration by Independent Directors:

Declarations under Section 149(7) of the Companies Act, 2013 have been received from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the said Act and as per the Listing Regulations.

The Board has evaluated the Independent Directors and confirms that Mr. S G Murali, Mr. Anup Kumar Bhat, Mr. Heinz Franz Moitzi, Mr. Alexander Koshy and Mrs. Poornima Ranganath have fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.

Details on terms of appointment of Independent Directors and the familiarisation program have been displayed on website of the Company at https:// www.kaynestechnology.co.in/doc/Codes-and- Policies/Kaynes%20Technology Familiarization%20 programme.pdf.

8. BOARD MEETINGS

The Board of Directors of the Company met 9 times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings.

The maximum gap between any two meetings was within the stipulated time period as prescribed under the Companies Act, 2013 and the Listing Regulations. The details of the Meetings of the Board and its Committees are exhibited in the Corporate Governance Report which forms an integral part of the Annual Report.

Separate meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, one separate meeting of the Independent Directors was held during FY24. Further details are mentioned in the Corporate Governance report.

9. COMMITTEES OF THE BOARD:

During the FY 2023-24, your Board has 7 Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Risk Management Committee, Borrowings & Investment Committee and Fund-Raising Committee. Further, the Fund-Raising Committee was dissolved on 27 March, 2024. The composition of the Committees, Roles and Responsibilities and Meetings held, as per the applicable provisions of the Act, Rules and the Listing Regulations are given separately in Corporate Governance Report which forms an integral part of the Annual Report.

10. CORPORATE GOVERNANCE:

Your Company has been following and adhering to the best Corporate Governance practices to ensure value system of integrity, fairness, transparency, accountability and adoption of the highest standards of business ethics will reap benefits to all the stakeholders. The Corporate Governance Report in terms of Regulation 34 of the Listing Regulations has been disclosed separately and forms part of the Annual Report.

The Compliance Certificate issued by Mrs. Kalaivani S, Practising Company Secretary, on compliance with conditions of Corporate Governance as stipulated in the Listing Regulations and Corporate Governance Report is annexed to this report as Annexure - 1.

11. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):

The Management Discussion and Analysis Report as required under Schedule V of the Listing Regulations, which forms part of the Annual Report.

12. PERFORMANCE EVALUATION OF THE BOARD AND BOARD DIVERSITY:

The performance evaluation of the Board and its Committees is applicable to the Company from FY 2023-24 pursuant to listing of the shares of the Company on the Stock Exchanges.

Your Board has in place a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board and its Committees, Chairperson and individual Directors including Independent Directors is disclosed in the Corporate Governance Report which forms an integral part of the Annual Report.

Further, the Independent Directors, at their exclusive Meeting held on 01 December, 2024 reviewed the performance of the Board, its Chairperson and NonIndependent Directors and other items as stipulated under the Listing Regulations.

A diverse Board enables efficient functioning through its access to Broad perspectives and diverse thought processes underpinned by a range of scientific, industrial and management expertise, gender, knowledge and geographical origins. The Board recognises the importance of diverse composition and has adopted a Board Diversity Policy, which sets out the approach to diversity. The Board diversity policy of the Company is available on the website of the Company at https://www.kaynestechnoloay.co.in/doc/Codes-and-Policies/Kaynes%20TechnoloayBoard%20diversity%20policy.pdf

13. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of Board's knowledge and belief and according to the information and explanations obtained by the Board of Directors, Your Directors make the following statements in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for FY 2023-24, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures,

b) The Directors 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 as on 31 March, 2024 and of the Profit and Loss of the Company for that period.

c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatina effectively.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company has adopted Nomination & Remuneration Policy for the purpose of Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director, in accordance with Section 178(3) of the Companies Act, 2013 and the rules made thereunder. The copy of said Policy is available on the website of the Company at https://www. kaynestechnoloay.co.in/doc/Codes-and-Policies/ Kaynes%20Technology NRC%20policy.pdf.

15. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014:

Disclosures required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure-2.

Particulars of Employees' Remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, is being sent to the shareholders of the Company and others entitled thereto. The information is available for inspection at the registered office of the Company during working hours up to the date of the ensuing AGM. Any shareholder interested in obtaining such information may write to the Company at kaynestechcs@kaynestechnology.net in this regard

16. LOANS, GUARANTEES AND INVESTMENTS:

Particulars of Loans granted, Guarantees given and Investments made by the Company pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder are provided in financial statements which forms a part of the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during FY 2023-24 with its related parties were in the ordinary course of business and on arm's length basis. All Related Party Transactions (RPTs) were placed before the Audit Committee for its approval.

During FY 2023-24, your Company had not entered into any materially significant transaction which requires the approval of Shareholders under Regulation 23 of the Listing Regulations or Section 188 of the Act. The disclosures on Related Party Transactions under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed to this report as Annexure-3. The details of Related Party Transactions are also furnished in Notes to Financial Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.

The Policy on RPTs as approved by the Board is available on the Company's website at https://www.kaynestechnology.co.in/doc/Codes-and- Policies/Kaynes%20Technology RPT%20policy.pdf

18. SHARE CAPITAL:

1. Changes In Share Capital:

A. Capital Structure as on 31 March, 2024:

During the year under review, the Paid-up Share Capital of the Company was increased from ' 581,424,960/- to ' 639,180,730/-. The Company issued and allotted 5,775,577 Equity Shares of '10/- each pursuant to Qualified institutions placement.

The allocation of 5,775,577 Equity Shares at an issue price of ' 2,424 (per Equity Share (including a premium of ' 2,414 per Equity Share), which takes into account a discount of 1.06% (i.e., ' 25.96 per Equity Share) to the floor price of ' 2,449.96 per Equity Share, determined as per the formula prescribed under Regulation 176(1) of the SEBI ICDR Regulations for the Equity Shares to be allotted to the eligible qualified institutional buyers ("QIBs") in the Issue.

The Company has taken necessary approvals from the Board, Shareholders and the Stock Exchanges for the aforesaid issue of Equity Shares.

B. Details of Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

C. Details of issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

D. Details of issue of Bonus Shares:

No Bonus Shares were issued during the year under review.

E. Details of Issue of Equity Shares with Differential Rights:

The Company has not issued any Equity Shares with differential rights during the year under review.

F. Disclosure in respect of voting rights not ex ercised directly by the employees in respect of shares to which the scheme relates: