Your Directors have pleasure in presenting this Integrated Annual Report/ Annual Report ('IAR'/ 'AR') of the Escorts Kubota
Limited ('Escorts' or 'EKL' or 'Company') along with the Company's audited financial statements (standalone and consolidated)
for the financial year ended on March 31,2025.

Financial Results

Financial Performance/ State of Company Affairs

The brief highlights of the Company's performance
(Standalone) for the financial year (‘FY') ended March
31,2025 are:

' 10,645.35 crores

Total income of the Company for FY 2024-25 stood at
' 10,645.35 crores (' 10,122.22 crores in FY 2023-24)

' 1,636.23 crores

Profit from operations before Interest, Depreciation,
Exceptional Items & Tax stood at ' 1,636.23 crores.

' 1,366.59 crores

Profit from operations before Tax (PBT) and
exceptional items stood at ' 1,366.59 crores. Net
profit for the period stood at ' 1,250.92 crores.

Our Company sold 1,15,554 tractors during the year under
review as against 1,14,396 tractors sold during the last
financial year.

The brief highlights of the Company's performance
(Consolidated) for the financial year ended March 31, 2025
are:

• Total income of the Company for FY 2024-25 stood at
' 10,705.19 crores (' 10,195.37 crores in FY 2023-24)

• Profit from operations before Interest, Depreciation,
Exceptional Items & Tax stood at ' 1,625.50 crores.

• Profit from operations before Tax (PBT) and exceptional
items stood at ' 1,352.68 crores. Net profit for the
period stood at ' 1,264.95 crores.

*The figures of last financial year ended on March 31,
2024 have been restated giving the impact of scheme of

amalgamation among and between Escorts Kubota India
Private Limited, Kubota Agricultural Machinery India Private
Limited with the Company, as approved by the Hon'ble
National Company Law Tribunal ('NCLT'), Chandigarh Bench,
vide its order dated August 21,2024.

The details on the individual businesses of the Company are
provided in the Management Discussion & Analysis section
provided in this annual report.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred as the 'SEBI Listing Regulations'), the
Management Discussion and Analysis is set out in this Annual
Report and provides a detailed analysis on the performance
of individual businesses and their outlook.

Dividend

During the FY 2024-25, the Board of Directors of the
Company at its meeting held on February 10, 2025 has
declared the interim dividend @ 100% per share of face value
of ' 10/- each (i.e. ' 10/- per share) for the financial year
ended March 31,2025 and the record date for the purpose
of interim dividend was February 14, 2025.

Further, based on the Company's performance, your Directors
are pleased to recommend, for approval of the members,
the final dividend @ 180% per share of face value of ' 10/-
each (i.e. ' 18/- per share) for the financial year ended March
31, 2025, payable on all outstanding shares after deducting
applicable tax thereon.

The dividend payout is subject to the approval of members at
the ensuing Annual General Meeting ('AGM').

The record date for the purpose of dividend will be July 04,
2025.

The total dividend for the FY ended March 31, 2025 works
out to 280% per share of face value of ' 10/- each (i.e. ' 28
per share).

The dividend payout for the period under review has been
formulated in accordance with shareholders' aspirations
and the Company's Dividend Distribution Policy to pay
sustainable dividend linked to long-term growth objectives of
the Company to be met by internal cash accruals.

The dividend distribution policy is available on the following
web link https://www.escortskubota.com/new/pdf/reg-46-
sebi/24-02-2025/2024 05 09 Dividend-Distribution-Policv.
pdf.

Transfer to Reserves

During the financial year ended March 31,2025, no amount
(previous year: nil) transferred to general reserves.

Further, the movement in Reserves and Surplus is provided in
note 17 of standalone and note 18 of consolidated financial
statements.

Employee Stock Option Scheme

The Escorts Employees Stock Option Scheme ('ESOS') is
in line with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ('SEBI SBEB Regulations').

The other details pertaining to the ESOS are provided in
note 38 of the Notes to Accounts of Standalone Financial
Statement of the Company.

The Scheme is being implemented in accordance with the
SEBI SBEB Regulations and the resolution(s) passed by
the members. The Secretarial Auditors Certificate would be
available during the Annual General Meeting for inspection
by the members. The details as required to be disclosed
under the Companies Act, 2013 (hereinafter referred as “the
Act”) and/ or SEBI SBEB Regulations would be available on
weblink at https://static.escortskubota.com/images/other-
documents/2025/EKL 2025 05 08 ESOP Disclosure
Reg 14.pdf

Change in Share Capital

During the FY 2024-25, the Company allotted 13,79,493 Equity
Shares of nominal value ' 10/- each, pursuant to the Scheme
of Amalgamation ('Scheme')among and between Escorts
Kubota India Private Limited, Kubota Agricultural Machinery
India Private Limited with the Company as approved by
Hon'ble NCLT, Chandigarh Bench vide its order dated August
21, 2024. Consequently, the paid-up equity share capital of
the Company, after said allotment, stood at ' 1,11,87,77,540/-
consisting of 11,18,77,754 equity shares of ' 10/- each.

Further, pursuant to the Scheme, the authorised share
capital of the Company increased to ' 16,39,00,00,000/-
(Rupees one thousand six hundred and thirty-nine crores
only) consisting of 75,10,00,000 (Seventy five crore and ten
lakh) Equity Shares having face value ' 10 (Rupees Ten only)
each and 88,80,00,000 (Eighty eight crore and eighty lakh)
unclassified shares of ' 10/- (Rupees Ten only) each.

Merger & Amalgamation

Your Directors have pleasure to inform you that the during
the FY 2024-25, the Scheme of Amalgamation (“Scheme”)
among and between Escorts Kubota India Private Limited,
Kubota Agricultural Machinery India Private Limited with the

Company, under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 and the rules framed
thereunder, has been approved by the NCLT, Chandigarh
Bench, vide its order dated August 21,2024.

Accordingly, the Scheme became effective w.e.f. September
01,2024 i.e. upon filing of said NCLT Order with Registrar of
Companies, NCT of Delhi & Haryana.

Divestment

In line with Company's strategic focus on the agri and
construction equipment sectors and aligning with the vision
of the parent company i.e. Kubota Corporation, the Company
has executed the Business Transfer Agreement with Sona
BLW Precision Forgings Limited ('Sona Comstar') on October
23, 2024 for transferring the existing Railway Equipment
Business Division ('RED') as going concern, on slump sale
basis, for a lumpsum cash consideration of ' 1,600 crores
(Indian Rupees One Thousand and Six Hundred crores Only),
without values being assigned to the individual assets and
liabilities.

Further, on February 10, 2025 the Company has entered
into an amended and restated business transfer agreement
with Sona Comstar to amend certain terms and conditions
of the initial agreement including revision in expected date of
completion of sale/ transfer of RED Business from September
30, 2025 to May 01,2025.

Further, the Company has also entered into an agreement to
sell with Sona Comstar on February 10, 2025 for the sale/
transfer of the Company's spare part division land and building
measuring 33,423 (Thirty three thousand four hundred twenty
three) square yards equivalent to 27,945.885 (Twenty seven
thousand nine hundred forty five point eight eight five) square
meters, forming part of the RED division industrial plot
bearing no. 115 and half of plot no. 114 located in Sector
24, Faridabad, Haryana for a total sale consideration of ' 110
crores (Indian Rupees One Hundred and Ten crores only).

Further, pursuant to sale of land to Sona Comstar, the
Company has shifted its operations pertaining to spare part
division business from Sector 24, Faridabad, Haryana to
Apeejay Global Industrial & Logistics Park, Building No. 09
(Shed No. 2.3), 23/5 Milestone, Delhi Mathura Road,
Ballabhgarh, Haryana - 121004.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013
(hereinafter referred as 'the Act') and Articles of Association
of the Company, Mr. Bharat Madan (DIN: 00944660) and
Ms. Nitasha Nanda (DIN: 00032660) Directors of the Company,
retire by rotation at the ensuing AGM and being eligible, offer
themselves for re-appointment. The shareholders at the
AGM held on July 18, 2024, had appointed Mr. Sunil Kant
Munjal (DIN: 00003902) and Ms. Tanya Arvind Dubash (DIN:
00026028) as Independent Directors for second term for 5
years and Mr. Kinji Saito (DIN: 00049067) as an Independent
Director for a term for 5 years in place of Mr. Kenichiro
Toyofuku (DIN: 08619076), who had resigned due to his pre¬
occupation in other professional assignment. The resignation
letter of Mr. Toyofuku states that there is no material reason
other than the reason stated in the resignation letter. The
shareholders at AGM held on July 18, 2024, had also re¬
appointed Ms. Nitasha Nanda as Whole-time Director for a
further period of 3 year.

Further, the tenure of Mr. Harish Narinder Salve (DIN:
01399172), Independent Director is going to end on July 15,
2025 i.e. completing his first term. The Board of Directors,
on recommendation of Nomination, Remuneration and
Compensation Committee ('NRC'), in their meeting held on
May 08, 2025 had recommended the re-appointment of
Mr. Salve as an Independent Director for second term for
5 years for approval of members of the Company as a special
resolution at the ensuing AGM.

Mr. Vicky Chauhan, Compliance Officer of the Company has
resigned w.e.f. February 10, 2025 due to his pre-occupancy
and in his place Mr. Arvind Kumar, Company Secretary
and Key Managerial Personnel of the Company, has been
appointed as a Compliance Officer of the Company w.e.f.
February 10, 2025.

The Company has received declarations from all Independent
Directors of the Company that they meet the criteria of
independence as prescribed under sub-section (6) of
Section 149 of the Act and under Regulations 16 and 25
of SEBI Listing Regulations and there has been no change
in the circumstances affecting their status as independent
directors of the Company. The Company has also received a
declaration from all the independent directors that they have
registered their names in the independent director data bank
and pass/ exempt requisite proficiency test conducted by
Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the
Company are the persons of integrity, expertise and fulfil the
conditions as per the applicable laws and are independent of
the management of the Company.

The Board at its meeting held on February 10, 2025 has
reviewed and made requisite amendment(s) in the Policy
on Appointment and Removal of Director's and Members
of Senior Management. The Policy on Appointment and
Removal of Director's and Members of Senior Management
and Remuneration Policy for Director's, Key Managerial
Personnel, Senior Management and other Employees are
enclosed as Annexure A and Annexure B respectively and
forms an integral part of this Report.

Annual performance evaluation of the Board, its committees,
individual directors (including independent directors) and
Chairman of the Company pursuant to the provisions of the
Act and the Corporate Governance requirements under SEBI
Listing Regulations have been carried out in accordance with
the Policy. The process, and result of performance evaluation
given in Corporate Governance Report, was followed by
the Board for evaluation of its own performance and its
committees and individual directors including independent
directors and Chairman of the Company.

The Company has devised a process whereby various
presentations/ programmes are being conducted to familiarise
the directors with various developments at industry level,
new business initiatives and organisation strategies, policy
on Business Responsibility & Sustainability etc. The details
of programme for familiarisation of independent directors
with the Company, their roles, rights, responsibilities in the
Company, nature of industry in which the Company operates,
business model of the Company and related matters are
put up on the website of the Company - https://www.
escortskubota.com/investors/regulation-46-of-sebi.

The Company recognises and embraces the importance
of a diverse board in its success. Your Company believes
that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and
industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help it retain its
competitive advantage.

The brief resumes, rationales and justifications wherever
applicable and other details relating to the director who
are proposed to be appointed/ re-appointed, as required
to be disclosed as per the provisions of the SEBI Listing
Regulations/ Secretarial Standard are given in the Annexure
to the Notice of the 79th AGM.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as
required to be disclosed under Section 134(3)(m) of the Act
read with Companies (Accounts) Rules, 2014 are enclosed as
Annexure C and forms an integral part of this Report.

Corporate Governance

Corporate Governance is about maximising shareholders
value, ethically and sustainably. At Escorts Kubota the goal
of corporate governance is to ensure fairness for every
stakeholder. Your Company believes that strong corporate
governance is critical to enhancing and retaining investor
trust. Your Company also endeavours to enhance long
term shareholder value and respect minority rights in all its
business decisions.

Your Company reaffirms its commitment to the good
corporate governance practices and has adopted the
Code of Business Conduct which has set out the systems,
processes and policies conforming to international standards.
Pursuant to Regulation 34(3) of the SEBI Listing Regulations,
Corporate Governance Report alongwith a Certificate
regarding compliance of conditions of Corporate Governance
from Company Secretary in Practice are enclosed as
Annexure D and forms an integral part of this Report.
Further, other governance related disclosures are available on
the website of the Company at https://www.escortskubota.
com/investors/governance.

Corporate Social Responsibility ('CSR')

The key philosophy of all CSR initiatives of the Company
is to make CSR a key business process for sustainable
development of the society. The initiatives aim at enhancing
welfare measures of the society based on the immediate
and long term social and environmental consequence of its
activities. The Company intends to undertake other need-
based initiatives in compliance with Schedule VII of the Act.

The CSR Policy may be accessed on the Company's website
at https://www.escortskubota.com/investors/governance.
During the year, the Company has spent ' 11.72 crores out of
total CSR obligation of ' 17.85 crore for FY 2024-25. Further,
the remaining balance ' 6.13 crore has been deposited in a
separate account in compliance of Section 135(6) of the Act,
which is attributable to ongoing projects conceived during the
financial year. Further, other details are provided in note 29 of
the standalone financial statement.

For constitution and other details of the CSR Committee,
please refer Report on Corporate Governance enclosed as
Annexure D to this Report.

The Annual Report on CSR activities, which include the
salient features of the CSR Policy and change therein, if any,
is enclosed as Annexure E and forms an integral part of this
Report.

Consolidated Financial Statement

The Consolidated Financial Statement have been prepared
in accordance with the Act and Indian Accounting Standard
(IND AS) - 110 applicable to the Consolidated Financial
Statement read with IND AS - 28 on Accounting for
Investments in Associates and IND AS - 31 on Financial
Reporting of Interests in Joint Ventures issued by The Institute
of Chartered Accountants of India. The Audited Consolidated
Financial Statement along with the Auditors' Report thereon
are annexed with Annual Report

Subsidiaries, Joint Ventures and Associate Companies

In accordance with Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
subsidiary(ies), joint venture(s) and associate(s) companies
in Form AOC - 1 is provided in this Report. The statement
also provides details of performance and financial position of
each of the subsidiaries, joint venture(s) and associates and
their contribution to the overall performance of the Company
during the period under report. Audited financial statements
together with related information and other reports of each
of the subsidiary companies have also been placed on the
website of the Company at https://www.escortskubota.
com/investors/regulation-46-of-sebi/subsidiary-financial-
statements. The Consolidated Financial Statement presented
by the Company include the financial results of its subsidiaries
and associate companies.

In terms of the Company's Policy on determining 'material
subsidiary', during the financial year ended March 31,2025,
there is no material subsidiary of the Company whose
turnover or net worth exceeds 10% of the consolidated
turnover or net worth respectively of the Company and its
subsidiary in the immediately preceding Accounting Year.

Further, during the FY 2024-25, there is no cessation of any
subsidiary, joint ventures or associate except Escorts Kubota
India Private Limited and Kubota Agricultural Machinery
India Private Limited, joint ventures companies, which have
been merged with the Company pursuant to scheme of
amalgamation as approved by the Hon'ble NCLT, Chandigarh
Bench, vide its order dated August 21,2024.

Further, during the FY 2024-25, Escorts Kubota Finance
Limited, wholly-owned subsidiary company of the Company
has commenced its business as a non-banking financial
institution without accepting public deposits with effect from
November 26, 2024.

The complete list of subsidiaries, joint ventures and associate companies as on March 31,2025, in terms of the Act and/ or INC
AS is provided herein below:

'Beneficial interest.

The details of the above investments/ disinvestment are provided in note 7 of the Notes to Accounts of Standalone Financial
Statement of the Company.

Downstream Investment

During the FY 2024-25, the Company has made total
downstream investment of ' 40 crores to subscribe equity
shares offered under right issue(s) by Escorts Kubota Finance
Limited, wholly-owned subsidiary company of the Company,
in compliance with the applicable provisions of the laws, rules
and regulations. Further, the requisite filing/ intimation and
auditor's certificate in this regard have been dully completed.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the
Company during the financial year with related parties were
in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any
contract/ arrangement/ transaction with related parties which
could be considered material in accordance with the policy of
the Company on the materiality of related party transactions
and dealing with related party transactions.

The particulars of contracts or arrangements, with related
parties referred to in Section 188(1) of the Act, in the
prescribed Form AOC-2, is enclosed as Annexure F to this
report and forms an integral part of this Report.

The Policy on materiality of related party transactions and
dealing with related party transactions may be accessed on
the Company's website at https://www.escortskubota.com/
investors/regulation-46-of-sebi.

Your Directors draw attention of the members to note 46 in
the notes to accounts in the standalone financial statement
and to note 47 in the notes to accounts in the consolidated
financial statement which sets out related party disclosures.

Auditors and Auditors’ Report
Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read
with rules thereunder, the shareholders of the Company at
the 76th AGM held on July 14, 2022 had re-appointed M/s.
Walker Chandiok & Co LLP, Chartered Accountants, New
Delhi (Firm Registration No. 001076N/ N500013) as Statutory
Auditors of the Company for a period of 5 years i.e. upto the
conclusion of AGM to be held in the year 2027.

The comments given by M/s. Walker Chandiok & Co LLP,
Chartered Accountants, Statutory Auditors, in their report
read together with notes to Accounts for the FY ended March
31, 2025 are self-explanatory and hence, do not call for any
further explanations or comments under Section 134 of the
Act.

Pursuant to provisions of the Section 143(12) of the Act
neither the Statutory Auditors nor Secretarial Auditors nor
Cost Auditors have reported any incident of fraud to the Audit
Committee or the Board during the FY under review.

Cost Auditors

Pursuant to the Section 148 of the Act read with rules
thereunder, your Company is required to maintain the cost
records and the said cost records are required to be audited.

The Company is maintaining all the aforesaid cost records.

The Board of Directors, on the recommendation of Audit
Committee, has re-appointed M/s. Ramanath Iyer and Co.,
Cost Accountants (Firm Registration No. 000019), as Cost
Auditors of the Company for conducting the audit of cost
records for the FY 2025-26.

The due date of filing the Cost Audit Report for the year ended
on March 31,2024 was September 30, 2024 and the same
had been filed on August 29, 2024.

Secretarial Auditors

The Board had appointed M/s. Jayant Gupta and Associates,
Practicing Company Secretaries, as Secretarial Auditors to
conduct secretarial audit of the Company for the FY 2024-25.

However, due to the casual vacancy in the office of Secretarial
Auditors, upon sudden demise of Mr. Jayant Gupta, sole
proprietor of M/s. Jayant Gupta and Associates on November
12, 2024, M/s. Neelam Gupta & Associates has been
appointed as Secretarial Auditors of the Company for the
FY 2024-25, to hold the office of the Secretarial Auditors
up to the conclusion of AGM to be held in the year 2025.
The Secretarial Audit Report of the Company as prescribed
under Section 204 of the Act is enclosed herewith as
Annexure G and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification,
reservation and adverse remarks and the comments given by
the Secretarial Auditors in their report are self-explanatory and
hence, do not call for any further explanations or comments
under Section 204(3) of the Act.

Further, the Board at its meeting held on May 08, 2025, on
the recommendation of Audit Committee, has recommended
the appointment, of M/s. Neelam Gupta & Associates, (Firm
Registration No. S2006DE086800), a peer reviewed firm of
Practicing Company Secretaries as Secretarial Auditors of the
Company for a term of 5 consecutive years from the conclusion
of the ensuing AGM till the conclusion of the AGM to be
held in the year 2030, to the shareholders of the Company
for their approval. The Company has received a letter from
M/s. Neelam Gupta & Associates, Practicing Company
Secretaries confirming that their appointment, if made,
would be within the limits prescribed under SEBI Listing
Regulations and that they are not disqualified for such
appointment under the Act and SEBI Listing Regulations.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no material unlisted Indian subsidiary of the Company
as on March 31, 2025 and as such the requirement under
Regulation 24A of the SEBI Listing Regulations regarding the
Secretarial Audit of material unlisted Indian subsidiary is not
applicable to the Company for FY 2024-25.

Risk Management

The Risk Management Committee of the Board has been
entrusted with the responsibility to assist the Board in (a)
Overseeing and approving the Company's enterprise wide

risk management framework; and (b) Overseeing that all the
risks that the organisation faces such as strategic, financial,
operational, sectoral, credit, market, liquidity, security,
property, information technology, sustainability, cyber
security, legal, regulatory, reputational and other risks have
been identified and assessed and in the opinion of the Board
there is an adequate risk management infrastructure in place
capable of addressing and mitigating those risks.

The Company has laid down a Risk Management Policy
and the same is available on the website of the Company at
https://www.escortskubota.com/investors/governance.

The details of constitution of Risk Management Committee of
the Company is provided in Report on Corporate Governance
at Annexure D of this Report.

Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its
assets, the prevention and detection of fraud, error reporting
mechanisms, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

The Company has in place adequate internal financial
controls including with reference to financial statement and
for ensuring the orderly & efficient conduct of its business.

During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.

Disclosures
Meetings of the Board

Six meetings of the Board of Directors were held during the
year. For further details, please refer Report on Corporate
Governance enclosed as Annexure D to this Report.

Audit Committee

For constitution and other details of the Audit Committee,
please refer Report on Corporate Governance enclosed as
Annexure D to this Report.

All the recommendations made by the Audit Committee were
accepted by the Board.

CSR Committee

For constitution and other details of the CSR Committee,
please refer Report on Corporate Governance enclosed as
Annexure D to this Report.

Annual Return

The Annual Return for FY 2024-25* is available on the
weblink at https://static.escortskubota.com/images/other-
documents/2025/EKL 2025 03 31 Form MGT 7.pdf

*Ensuing AGM related information i.e. attendance etc. will be
updated after AGM.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism for Directors and Employees
to report their concerns about unethical behaviour, actual
or suspected fraud or violation of the Company's Code of
Conduct. The mechanism provides for adequate safeguards
against victimisation of effected Director(s) and Employee(s).
In exceptional cases, Directors and Employees have direct
access to the Chairman of the Audit Committee. It is affirmed
that no personnel of the Company has been denied access
to the Audit Committee.

The Whistle Blower Policy is available on Company's website
at https://www.escortskubota.com/investors/governance.

The Board has also adopted the Anti-Bribery Policy and the
same is available on Company's website at https://www.
escortskubota.com/investors/governance.

Registrar and Share Transfer Agent

The share transfer and related activities are being carried
out by M/s. KFin Technologies Limited, Registrar and Share
Transfer Agent from the following address:

M/s. KFin Technologies Limited
Selenium Building, Tower B, Plot No. 31-32,

Financial District, Nanakramguda, Serilingampally,
Hyderabad, Rangareddy, Telangana - 500032

Particulars of Loans given, Investments made,
Guarantees given and Securities provided

A statement regarding Loans/ Guarantees given and
Investments made and Securities provided covered under the
provisions of the Section 186 of the Act is made in the notes
to the financial statements.

Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing
remuneration in excess of the prescribed limits are available
with the Company Secretary.

Change in the Nature of Business

There has been no change in the nature of business of
the Company, except as detailed out under the para of
Divestment in this report.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. The
Company is committed to provide equal opportunities without
regard to their race, caste, sex, religion, colour, nationality,
disability, etc. All women associates (permanent, temporary,
contractual and trainees) as well as any women visiting the
Company's office premises or women service providers are
covered under this Policy. All employees are treated with
dignity with a view to maintain a work environment free of
sexual harassment whether physical, verbal or psychological.

The Company has also 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.

One case was filed and resolved during the year under review
pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Human Resources Management

Our employees are our most important assets. We are
committed to hiring and retaining the best talent being
among the industry's leading employers. For this, we focus
on promoting a collaborative, transparent and participative
organisation culture, and rewarding merit and sustain high
performance. Our human resources management focuses on
allowing our employees to develop their skills, grow in their
career.

Secretarial Standards

The Company is in compliance with all the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

Integrated Report

The Company has provided Integrated Report, which
includes non-financial and financial information to have a
better understanding of the Company’s long-term strategy.

This report also touches upon aspects such as organisations
strategy, governance framework, performance and prospects
of value creation based on six forms of capital viz. financial
capital, manufactured capital, intellectual capital, human
capital, social and relationship capital and natural capital as
per International <IR> framework.

Business Responsibility and Sustainability Report
('BRSR')

In November 2018, the Ministry of Corporate Affairs ('MCA')
constituted a Committee on Business Responsibility
Reporting ('the Committee') to finalise business responsibility
reporting formats for listed and unlisted companies, based
on the framework of the National Guidelines on Responsible
Business Conduct ('NGRBC'). Through its report, the
Committee recommended that BRR be rechristened BRSR,
where disclosures are based on ESG Corporate Overview,
Management Discussion and Analysis, Financial Statements
parameters, compelling organisations to holistically engage
with stakeholders and go beyond regulatory compliances in
terms of business measures and their reporting. Pursuant
to Regulation 34 of SEBI Listing Regulations, the BRSR is
mandatory for the top 1,000 listed companies (by market
capitalisation). The BRSR disclosures are enclosed as
Annexure I and forms an integral part of this report.

Application made or any proceeding pending under the
Insolvency and Bankruptcy Code

As on the date of the Report no application is pending
under the Insolvency and Bankruptcy Code, 2016 and the
Company did not file any application under ('IBC') during the
FY 2024-25.

Further, the Company has not made any one-time settlement.
Compliance by Large Corporate

Your Company does not fall under the category of large
corporate, as defined by SEBI vide its circular no. SEBI/
HO/DDHS/P/CIR/2021/613 dated August 10, 2021 read
with updated circular dated April 13, 2022 and Circular No.
SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated
October 19, 2023, as such no disclosure is required in this
regard.

Disclosure of Certain Type of Agreements Binding
Listed Entity

Pursuant to Regulation 30A(2) of SEBI Listing Regulations,
there is no agreement impacting the management or control
of the Company or imposing any restrictions or create any
liability upon the Company except as already disclosed in the
Annual Report of financial year 2023-24.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act,
with respect to Directors' Responsibility Statement, your
Directors, to the best of their knowledge and ability, hereby
confirm that:

(i) i n the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act, have been followed along with
proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies
and applied them consistently and made judgements
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 March 31,2025 and of the profit of the
Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts
for financial year ended March 31, 2025 on a ‘going
concern' basis;

(v) the Directors have laid down internal financial controls
to be followed by the Company and such internal
financial controls are adequate and are operating
effectively; and

(vi) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and
except ESOS referred to in this Report.

3. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration
or commission from any of its subsidiaries/ holding
company except Mr. Seiji Fukuoka, Whole-time Director
designated as Deputy Managing Director, who is taking
a remuneration from holding company of the Company.

4. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future. However, members attention is drawn to note
32 in the notes to accounts in the standalone financial
statement and to note 34 in the notes to accounts in
the consolidated financial statement which sets out
information on Commitments and Contingencies.

5. Details of difference between amount of valuation done
at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

6. No political contribution made during the year under
review.

Acknowledgement

Your Directors would like to express their sincere appreciation
of the positive co-operation received from the Central
Government, the Government of Haryana, Maharashtra,
Tamil Nadu and Karnataka, Financial Institutions and the
Company's Bankers, Customers, Dealers and all other
business associates.

The Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives,
officers, workers, employee unions and staff of the Company
resulting in the successful performance of the Company
during the FY.

The Board also takes this opportunity to express its deep
gratitude for the continued co-operation and support received
from its valued shareholders.

For and on behalf of the Board of Directors
Sd/- Sd/-

Place: Faridabad Nikhil Nanda Seiji Fukuoka

Date: May 08, 2025 Chairman and Managing Director Deputy Managing Director