Share Wealth

Year End :2024-03

The Directors have pleasure in presenting this Report with Audited Annual Accounts of the Company for the year ended 31st March, 2024.

1. COMPANY SPECIFIC INFORMATION

1.1. Financial Summary & Highlights

The financial results for the year ended 31st March, 2024 are summarized below;

(Rs. in Million)
	2023-24	2022-23
Total Income	13,420.37	12,505.24
Profit before tax	1,778.75	1,432.76
Tax Expense (Current & Deferred tax)	445.87	346.95
Profit after tax	1,332.88	1,085.81
Other Comprehensive Income / (Loss), net of tax	270.07	555.16
Total Comprehensive Income for the year	1,602.95	1,640.97
Transferred to General Reserve	750.00	1,000.00

Your Company registered a total income of H 13,420.37 Million for the financial year 2023-24, against H 12,505.24 Million of the previous year. Your Company earned a net profit of H 1,332.88 Million compared to H 1,085.81 Million earned in last year. Your Company registered over 7% growth in Total Income and over 22% growth in Net Profit as compared to previous year.

During the year, your Company continues to maintain the status of debt free company.

1.2 Reserves

During the reporting year, H 750 Million has been transferred to the General Reserves of the Company.

1.3 Dividend

During the reporting year, the Board of Directors declared an interim dividend of H 2.50 (125%) per equity share of H 2/- each.

The Board of Directors had recommended a final dividend of H 4/- (200%) per equity share of H 2/- each for the year 2023-24 which will be paid subject to the approval of shareholders in the ensuing Annual General Meeting.

The Company has paid / recommended total dividend of H 6.50 (325%) per equity share of H 2/- each for the year 2023-24.

The dividend distribution policy is available on the following Weblink; https;//www.kirloskarpneumatic. com/investors/for- share-holders/company-policies

1.4 Major events that occurred during the year Launch of new products:

The FY 2024 has been a year of good order intake, significant rampup in filing patent and design registrations,

accelerated new product development and a strong focus on in-house capability building for your Company.

Your Company launched Aria range of competitively priced standard air compressors to address the large market currently being served predominantly by imports. The market acceptance and scale up of the Tezcatlipoca Centrifugal Compressor was a notable achievement.

Last couple of years, your Company have better products coming up, especially in the new offerings like Khione Refrigeration Compressors, KESb series Electric Screw Compressor, Calana Hydraulic Booster Compressors, Tezcatlipoca Centrifugal Compressors, Electric and Diesel Driven Compressors and so on and so forth.

Forging & Fabrication Facility:

During the year, your Company has set up Forging Facility at Nashik. This facility includes a 32 ton forge hammer to make High Speed Gear Blanks and a comprehensive fabrication facility to make base frames, pressure vessels and a range of heat exchangers.

The facility will primarily cater to the requirements of your Company and help in enhancing the competitiveness through value chain advantage as well as to speed up execution of projects. This facility will also earmark about 25% of its capacity to external customers.

In the first phase the facility can produce about 6,000 tons of forged parts of sizes upto 500 kg each. The plant also can fabricate complex parts upto 35 tons each.

During the last quarter of the year, production at the forging plant at Nashik stabilized and this should help in margin improvements going forward.

With the commissioning of the Forging and Fabrication facility at Nashik, your Company is now more vertically integrated and competitive in terms of offerings and speed of execution.

Technical Tie-ups:

Your Company through an industry institute collaboration agreement in developing oil-free screws and this is a 24 month project, co-funded by the Ministry of Heavy Industries.

Presently, your Company is developing Compressor for higher pressure compression of storage of hydrogen with, IIT Bombay.

The Company has also entered into an agreement with PDC Machines LLC, USA for offering the diaphragm compressors duly packaged in India for various hydrogen projects in India.

Reaccreditation to Metallurgy Lab:

In addition to accredited Metrology Lab, Metallurgy Laboratory is also reaccredited in accordance with the standard “ISO / IEC 17025:2017 - General requirements for the Competence of testing & calibration Laboratories” in the field of “Testing” with expansion in the scope for our Testing facilities at Hadapsar Plant from National Accreditation Board for Testing & Calibration Laboratories.

Pending Settlement of disputes:

The Company, in the month of August 2023, settled pending legal disputes with 117 terminated employees by paying an aggregate amount of H 38.66 Million which was included in Employee Benefit Expense for the quarter ended 30th September, 2023 with this the entire dispute with the said employees was settled.

1.5 Segment-wise position of business and its operations

In terms of provisions of Indian Accounting Standards (“IND AS”) 108 - Operating Segments, during the reporting year, the Chief Operating Decision Maker evaluates the Company's performance comprising various segments. Accordingly, segmental information has been reported under Compression Systems and other Non-Reportable Segments which include remaining Non-Qualifying Segments.

Compression Systems registered a robust growth over the previous year by earning revenue of H 12,299 Million as compared to H 11,569 Million in the previous year.

2. CAPITAL STRUCTURE

2.1 Increase in Share Capital

During the year, the Company allotted 138,400 equity shares of H 2/- each upon the exercise of the options granted to employees of the Company pursuant to KPCL Employee Stock Option Scheme 2019 (‘KPCL ESOS 2019' or ‘the Scheme'). Issued Capital, Subscribed Capital and Paid-up Capital of the Company therefore increased by H 276,800/- and was H 129,546,180/- consisting of 64,773,090 equity shares of H 2/- each as on 31st March, 2024.

2.2 Employee Stock Option Scheme

Your Company introduced KPCL ESOS 2019 in order to motivate, incentivize and reward its employees. Your 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.

During the year, your Company listed on the National Stock Exchange of India (NSE) with effect from 26th April, 2023. As a result, NSE has granted in-principle approval to the KPCL ESOS 2019 on 14th August, 2023.

The Scheme is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“Employee Benefit Regulations”) upto 12th August, 2021, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 w.e.f. 13th August, 2021 and other applicable regulations, if any.

Pursuant to KPCL ESOS 2019, the Nomination and Remuneration Committee has granted to its specific employees stock options as follows:

Date	Stock Options Granted	Exercisable in to Equity Shares of J 2/- each
22nd October, 2019	684,000	684,000
29th April, 2021	104,000	104,000
19th October, 2022	164,000	164,000
19th October, 2023	114,000	114,000

The details of options granted, vested, exercised, lapsed / cancelled during the year 2023-24 and outstanding at the end of the year is provided in Note No. 28 to the Financial Statements for the year ended 31st March, 2024. During the year, 138,400 equity shares were allotted as a result of exercise of options resulting into realization of H 21,312,000/-.

The Company has not granted any options to Key Managerial Personnel during the year. None of the employee was granted options in any one year amounting to five percent or more during the year. Further, no employee was identified to whom options granted one percent or more of the issued capital of the company at the time of grant during the year. During the year, the Company has not made any variations in the KPCL ESOS 2019.

The certificate from M/s. SVD & Associates, Company Secretaries, Secretarial Auditors of the Company, confirming that the Scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolution passed by the Company at its Annual General Meeting held on 20th July, 2019, will be available for inspections by the shareholders during the ensuing Annual General Meeting. A copy of the same will be available for inspection at the Company's website and can be accessed on the weblink; https:// www.kirloskarpneumatic.com/investors/for-share-holders/agm-results

The disclosures relating to implementation of the Scheme, details of options granted, changes to the Scheme, if any, etc. are placed on the website of the Company as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and can be accessed on the following weblink: https://www.kirloskarpneumatic.com/investors/for-share-holders/agm-results

In line with the IND AS 102 on ‘Share Based Payments' issued by the Institute of Chartered Accountants of India (“ICAI”), your 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.

3. AWARDS

During the reporting year, your Company was recognized with prestigious and diverse external accolades which include:

• Platinum & Gold award in the areas of Digitalization and Talent development during the CII HR Ideathon 2023 ¹

Year wise amount of unpaid / unclaimed dividend lying in the unpaid account up to the year and the corresponding shares, which are liable to be transferred to the IEPF and the due dates for such transfer:

Sr. No.	Year	Amount to be Transferred as on 31-03-2024	Corresponding Number of Equity Shares of the Company	Date of Transfer
1	Interim Dividend 2016-17# (Interim PHL)	1,184,610	157,948#	03-May-24
2	Interim Dividend 2016-17	4,140,600	414,0601	01-Sep-24
3	Final Dividend 2017-18	3,718,140	309,8451	29-Aug-25
4	Interim Dividend 2018-19 (Interim)	1,538,571	1,538,571**	28-Feb-26
5	Final Dividend 2018-19	2,270,459	1,513,639**	25-Aug-26
6	Dividend 2019-20 (Interim)	1,572,420	1,572,420**	28-Feb-27
7	Dividend 2019-20 (Second Interim)	2,979,639	1,752,729**	09-Apr-27
8	Final Dividend 2020-21	4,630,061	1,322,875**	25-Aug-28
9	Dividend 2021-22 (Interim)	1,907,666	1,192,291**	05-Mar-29
10	Dividend 2021-22 (Final)	3,070,716	1,279,465**	25-Aug-29
11	Dividend 2022-23 (Interim)	2,874,755	1,149,902**	02-Mar-30
12	Dividend 2022-23 (Final)	1,794,095	598,032**	25-Aug-30
13	Dividend 2023-24 (Interim)	1,312,692	525,077**	01-Mar-31

Notes :

# The Sr No. 1 states the amount of dividend declared & paid and corresponding no of shares thereto of erstwhile Pneumatic Holdings Limited, which was merged into the Company w.e.f. 28th April, 2017 by virtue of the order of the Hon’ble National Company Law Tribunal, Mumbai.

* Before sub-division, Equity Share having face value of H 10/- each.

** After sub-division, Equity Share having face value of H 2/- each.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided / made during the reporting year. However, a Letter of Comfort provided to State Bank of Mauritius (SBM) with respect to Kirloskar Management Services Private Limited to the tune of H 100 Million in the past.

During the reporting year, the Company has not made any investment except investments in Mutual Funds and Fixed Deposits.

6. DIRECTORS

i. Directors

Mr Mahesh Chhabria retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The necessary resolution for appointment of Mr Mahesh Chhabria is proposed for approval in the forthcoming Annual General Meeting.

The Board of Directors is of the opinion that the Independent Directors holds the highest standard of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

ii. Declaration from Independent Directors and Statement on Compliance of Code of Conduct

Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in

Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Directors and Senior Management Personnel have also complied with the Code of Conduct of the Company as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Senior Management.

iii. Directors Appointment and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. Policy also prescribes the guidelines for determining the remuneration of Executive Directors, Non-Executive Directors, KMP and Senior Management.

The Nomination and Remuneration Policy is available on the Company’s website on the following weblink: https://www.kirloskarpneumatic.com/en/investors/ company-policies

iv. Board Evaluation

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance in the meetings, participation and independence during the meetings;

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency; and

e) Strategic perspectives or inputs.

The evaluation involves assessment by the Nomination and Remuneration Committee and Board of Directors. A member of the Nomination and Remuneration Committee and Board does not participate in the discussion of his / her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors.

v. Number of Meetings of the Board

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, six Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Composition of Committee Meetings

The composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee constituted by the Board under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as changes in the composition, if any and no. of meetings held during the year forms part of the Report on Corporate Governance.

viii. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors in terms of clause (c) of Sub-section (3) of Section 134 state that:

a) In the preparation of the annual accounts, the applicable Indian Accounting Standards (IND AS) have been followed and there have been no material departures;

b) Accounting policies as mentioned in the financial statements have been selected and applied 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 at 31st 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 prevention and detection of fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down for the company and that such internal financial controls are adequate and are operating effectively; and

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

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

All related party transactions which were entered into during the financial year were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters and Promoter Group, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement that the transactions are at arm's length and in the ordinary course of business is supported by a certificate from the Managing Director as well as the certificate from Statutory Auditors on periodical basis.

All Related Party Transactions have been placed before the Audit Committee for their approval and to the Board, as and when required.

In certain cases, prior omnibus approval of the Audit Committee is obtained on a yearly basis. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

The disclosures as per IND AS for transactions with related parties are provided in the Financial Statement of the Company.

The Company also discloses, in the prescribed format, on the Stock Exchange(s) transactions with the related parties on half yearly basis.

8. RISK MANAGEMENT

The Board has adopted a Risk Management Policy. The policy is focused on sustainable business growth with stability and a pro-active approach in identifying, evaluating, mitigating and reporting risks associated with the Companies business.

The Company has in place a Risk Management Committee of the Board, details of which form part of the Corporate Governance Report.

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. To strengthen the risk management framework, Company has Segment Level Risk Committees, Corporate Risk Management Committee and Board level Risk Management Committee. This framework seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an External Auditor, which reports to the Audit Committee of the Board on a periodic basis.

During the reporting year, Internal Financial Controls laid down by the Board were tested for adequacy & effectiveness and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Statutory Auditors have also given unmodified audit opinion on adequacy of internal financial control systems with reference to financial statements.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, process owners undertake corrective action wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board on periodic basis.

10. AUDITORS

a) Statutory Auditors

The Members of the Company appointed Kirtane

& Pandit LLP, Firm Registration No. 105215W/

W100057, Chartered Accountants as the Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion of the 46th Annual General Meeting till the conclusion of the 51st Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended 31st March, 2024.

b) Cost Auditors

The Board of Directors, had on the recommendation of the Audit Committee, appointed M/s. Sudhir Govind Jog, a proprietary firm to audit the cost accounts of the Company for the financial year 2024-25 on a remuneration of H 0.65 Million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Sudhir Govind Jog, a proprietary firm as Cost Accountant for the year ended on 31st March, 2025 is proposed for approval in the forthcoming Annual General Meeting.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, a partnership firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure “1”.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the year ended 31st March, 2024.

M/s. SVD & Associates, has submitted Annual Secretarial Compliance Report as laid down in SEBI Circular CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued in line thereunder, for the financial year 2023-24.

11. SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

12. REPORTING OF FRAUDS BY AUDITORS

During the reporting year, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit

Committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees. Therefore, no details are required to be provided in the Board's report.

13. CORPORATE GOVERNANCE

The Company strives to maximize the wealth of the shareholders by managing the affairs of the Company with pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditors' Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report.

The changes in the Key Managerial Personnel during the year are covered in the Corporate Governance Report under the section of Senior Management.

State of Company's affairs and future outlook is provided in the Management Discussion and Analysis Report, annexed hereto forming part of Directors' Report.

14. ANNUAL RETURN

The Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 is available on the web-link: https://www.kirloskarpneumatic.com/ investors/for-share-holders/agm-results

15. CORPORATE SOCIAL INITIATIVES

The Board has established a CSR Committee to monitor its CSR activities. On the recommendation of the CSR Committee, the Board of Directors has adopted a CSR Policy in line with the Companies Act, 2013.

As part of its initiatives under Corporate Social Responsibility (CSR), your Company has undertaken projects in the areas of Promoting Education, Environment and Health. These projects are largely in accordance with Schedule VII of the Companies Act, 2013 and are also aligned with SDGs (Sustainability Development Goals).

This year your Company conducted a Society Perception Survey through an external agency to know the satisfaction levels about our CSR initiatives as well as to understand the post Covid-19 needs and expectations of the community stakeholders in order to identify improvement opportunities. While the overall CSR Satisfaction Index was at a healthy 95%, the survey with focused group interactions helped us to consolidate existing initiatives and identify new initiatives.

Your Company continued the focus on ‘youth skilling and employability' through collaboration with S L Kirloskar CSR Foundation and NTTF (Nettur Technical Training Foundation). Eligible students were selected with due consideration for DEI (Diversity, Equity and Inclusion) and based on various socio-economic criteria. These selected candidates are supported for 3 year diploma programs in Mechatronics & Smart Factory and Electronics & Embedded Systems.

‘Bharari' and ‘KaShi' initiatives that promote primary and secondary education were continued by incorporating additional modules for holistic learning experience. In addition to educational supports delivered through KaShi (Kanya Shiksha), the Bharari initiative was enhanced by incorporating life skills (7th Std. students) and English language skills in addition to academic skills for 5th-6th and 8th to 10th Std. students.

A new school health initiative named ‘Releshani', focusing on educating 9th Std. students about adolescence, mental health & well-being and healthy relationship was well received and appreciated by all the schools and children alike.

As WaSH intervention, water filtration and purification plants were created for schools in the vicinity of your Company's factory location to ensure clean and safe drinking water to the students.

RRM (Ram Nadi Restoration Mission) School Initiative created awareness about river restoration amongst teachers and students of schools located nearby Ram Nadi river basin through activities such as wall paintings, workshops and competitions (elocution, drawings etc.).

The 4th Online Ram Nadi Festival as a part of Kirloskar Vasundhara Initiative highlighted the contributions made through such activities. Additionally a ‘Millets Festival' was organized through Kirloskar Vasundhara Initiative for schools in the vicinity of your Company's factory location comprising of interactive workshops, wall paintings and millets recipes competition to create awareness about millets amongst children, parents and teachers of the participating schools.

KIM - Contribution to Kirloskar Institute of Management (Formerly Kirloskar Institute of Advanced Management Studies) were continued by contributing H 13.75 Million during the year to promote higher management education.

The details on CSR activities are provided in Management Discussion and Analysis Report.

The CSR policy is available on the website of the Company. CSR Policy in brief:

The focus of CSR activities will be on Education, Environment and Health.

While devising projects, care would be taken to promote education, health and sanitation, protect the environment and minimize adverse impact, if any, on the society at large.

The Company shall spend at least Two percent (2%) of the average net profits, calculated in accordance with the provisions of the Companies Act, 2013 and Rules thereunder, made by it in three immediately preceding financial years, in every financial year.

The Annual Report on CSR Activities is annexed herewith as Annexure “2”.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,

2014, is annexed herewith as Annexure “3”.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended, forms part of this Annual Report.

18. MATERIAL CHANGES AND COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this Report.

19. MAINTENANCE OF COST RECORDS

Your Company confirms that the maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. During the year, no application was made or any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

During the reporting year, your Company revised the Whistle Blower Policy / Vigil Mechanism. Your Company has adopted Whistle Blower Policy / Vigil Mechanism with the objectives of enhancing the standards of ethical conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility.

Your Company has established a vigil mechanism for Directors and Employees of the Company and other persons dealing with the Company to report their genuine concerns, details of which have been given in the Report on Corporate Governance.

To encourage the employees, the Company has also provided Kirloskar Ethical Helpline to report their genuine concerns. During the year no compliant was reported.

22. FIXED DEPOSIT

Your Company has discontinued accepting fixed deposits since 2001-02. As such, as of 31st March, 2024 there are no fixed deposits outstanding.

23. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed as Annexure “4” to this Report.

25. EMPLOYEES

Your Company has taken several initiatives for Human Resource Development and manpower retention. Manpower is classified under Frontend, internal and Support functions for better Customer Reach and Support. Assessment of performance through a robust and interactive PMS procedure, identifying Learning needs through the 70-20-10 format, Career Counselling and Skill Development Programs are some of the initiatives adopted by your Company. Training programs are designed to enhance skills, knowledge and behaviour. Employees are motivated through empowerment and rewarded for good performance. Adoption of 5S across the Company has led to a clean and healthy environment. Your Company has achieved an india benchmark employee engagement score of 81 in the engagement survey 2023 conducted by an external independent Agency. in the FY-24 your Company also conducted an internal survey of HR processes in which all the processes were rated in the maintained category.

This year your company became eligible for the Kincentric Best Employer assessment 2023 and has been recognized as ‘Kincentric Best Employer - 2023'. Your company was conferred with the Platinum & Gold award in the areas of Digitalization and Talent development during the Cii HR ideathon 2023.

Your Company has 792 permanent employees and workers on its rolls as on 31st March, 2024.

26. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all employees for their individual efforts and collective contribution to your Company's performance in the rapidly changing environment. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other stakeholders for their continued support and confidence in the management of the Company.

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Kincentric Best Employer - 2023