KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes... << Prices as on Apr 24, 2026 >>  ABB India 7327  [ -3.21% ]  ACC 1411.55  [ -0.85% ]  Ambuja Cements 450.65  [ 0.07% ]  Asian Paints 2484.35  [ -1.51% ]  Axis Bank 1366.1  [ -0.25% ]  Bajaj Auto 9576.1  [ 0.26% ]  Bank of Baroda 274.2  [ -0.67% ]  Bharti Airtel 1814.7  [ -1.41% ]  Bharat Heavy 337.35  [ -0.18% ]  Bharat Petroleum 308.05  [ -0.56% ]  Britannia Industries 5732.4  [ 1.09% ]  Cipla 1294.75  [ -0.85% ]  Coal India 455.85  [ 1.17% ]  Colgate Palm 2172.6  [ 1.03% ]  Dabur India 452.15  [ -1.74% ]  DLF 587.25  [ -0.90% ]  Dr. Reddy's Lab. 1315.85  [ -1.29% ]  GAIL (India) 165.6  [ 0.39% ]  Grasim Industries 2738.65  [ 0.08% ]  HCL Technologies 1203.25  [ -5.79% ]  HDFC Bank 784.9  [ 0.05% ]  Hero MotoCorp 4963.35  [ -1.38% ]  Hindustan Unilever 2329  [ -1.55% ]  Hindalco Industries 1048.2  [ 0.65% ]  ICICI Bank 1326.3  [ -1.59% ]  Indian Hotels Co. 635.65  [ -0.51% ]  IndusInd Bank 848.3  [ -1.41% ]  Infosys 1154.45  [ -7.09% ]  ITC 301.6  [ -1.24% ]  Jindal Steel 1256.15  [ 0.24% ]  Kotak Mahindra Bank 371.2  [ 0.22% ]  L&T 4013.95  [ -0.99% ]  Lupin 2296.1  [ -1.88% ]  Mahi. & Mahi 3038  [ -0.27% ]  Maruti Suzuki India 13046.95  [ -0.85% ]  MTNL 30.58  [ -3.90% ]  Nestle India 1421.05  [ 0.78% ]  NIIT 68.59  [ -2.65% ]  NMDC 89.22  [ 2.16% ]  NTPC 401.7  [ -0.14% ]  ONGC 284.75  [ -0.51% ]  Punj. NationlBak 112.95  [ 0.13% ]  Power Grid Corpn. 316.25  [ -0.86% ]  Reliance Industries 1327.65  [ -1.15% ]  SBI 1101.5  [ 0.68% ]  Vedanta 721.1  [ -1.97% ]  Shipping Corpn. 288.3  [ -1.52% ]  Sun Pharmaceutical 1619.95  [ -3.57% ]  Tata Chemicals 694.1  [ -1.94% ]  Tata Consumer 1173.85  [ -0.95% ]  Tata Motors Passenge 350.25  [ -0.48% ]  Tata Steel 210  [ -0.45% ]  Tata Power Co. 434.65  [ 1.05% ]  Tata Consult. Serv. 2397.3  [ -4.97% ]  Tech Mahindra 1360.05  [ -4.25% ]  UltraTech Cement 12010.5  [ -1.13% ]  United Spirits 1391.4  [ 0.66% ]  Wipro 199.4  [ -1.75% ]  Zee Entertainment 88.08  [ -3.21% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

KIRLOSKAR ELECTRIC COMPANY LTD.

24 April 2026 | 12:00

Industry >> Electric Equipment - General

Select Another Company

ISIN No INE134B01017 BSE Code / NSE Code 533193 / KECL Book Value (Rs.) 19.46 Face Value 10.00
Bookclosure 16/09/2024 52Week High 152 EPS 0.56 P/E 228.25
Market Cap. 850.43 Cr. 52Week Low 75 P/BV / Div Yield (%) 6.58 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The directors are pleased to present the 78th Annual Report of Kirloskar Electric Company Limited (hereinafter referred as “the
Company” or “KECL”) along with the audited financial statements for the financial year ended March 31,2025. The consolidated
performances of the Company and its subsidiaries have been referred to wherever required.

Review of performance and state of Company's affairs:

During the year under report, your Company achieved a total turnover of ?54,382/- Lakhs (previous year ? 55,735/- Lakhs). The
operations have resulted in profit of
?4,592/- Lakhs (previous year loss was ? 839/- Lakhs) i.e., total comprehensive income for the
period.

The financial summary and highlights are as follows: (^ in |_akhs)

PARTICULARS

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations

54,382

55,735

54,382

55,735

Other income (Net)

693

793

775

799

Total Revenue

55,075

56,528

55,157

56,534

Total Expense

54,327

55,011

55,753

55,126

Profit before Exceptional items

748

1,517

(596)

1,408

Exceptional Items

995

-

995

-

Profit / (Loss) before tax

1,743

1,517

399

1,408

Tax Expense

18

-

25

-

Profit / (Loss) after tax

1,725

1,514

374

1,408

Total other comprehensive income

2,867

(2,356)

2,867

(2,356)

Total comprehensive income for the period

4,592

(839)

3,241

(948)

Note: The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting
Standards (Ind AS).

Dividend:

In view of the accumulated losses, the Board of directors of your Company has not recommended any dividend for the year under
review.

Transfer to reserves:

In view of the accumulated losses, the Board of directors of your Company has not transferred any amount to the reserves for the
year under review.

Change in the nature of business:

There was no change in nature of the business of the Company during the financial year ended on March 31,2025.

Share Capital:

As on March 31,2025, the paid up share capital of your Company stood at ? 66,41,40,710/- divided into 6,64,14,071 equity shares of
? 10/- each.

Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the
Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been
furnished.

Disclosure under section 55(2) & 77 of the Companies Act, 2013:

The Company has not redeemed any shares / debentures during the financial year under review and hence no information as per
provisions of Section 55(2) & 77 of the Act read with the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme ('ESOS') during the financial year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 67(3) of the Companies Act, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased

directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 and hence no information has been furnished.

Transfer to Investor Education and Protection Fund:

The Company has transfered f 10.30 lakhs to the Investors Education and Protection Fund (IEPF), pertaining to matured deposit
along with interest amount therein.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the website of the
Company at
https://kirloskarelectric.com/investors/investors-information/investor-contacts.html.

Fiviarl rliannQitQ-

Sl.No.

Particulars

(fin Lakhs)

1.

Accepted / renewed during the year

Nil

2.

Remained unpaid or unclaimed at the end of the year.

Nil

3.

Whether there has been any default in repayment of deposits or payment of interest thereon during
the year and if so, number of such cases and the total amount involved:-

• At the beginning of the year

• Maximum during the year

• At the end of the year

N/A

4.

Details of deposits which are not in compliance with the requirements of Chapter V of the Act;

Nil

Note: During the year under review, the Company has transferred the matured & unclaimed deposit of f10,00,000.1- (Rupees Ten
Lakhs only) along with the interest amount f29,795/- (Rupees Twenty Nine Thousand Seven Hundred and Ninety Five Only) to IEPF,
as the Company did not receive claim from the deposit holders. The Company took all efforts to contact the FD Holders by sending
them reminders. There are no other unpaid or unclaimed Fixed Deposits with the Company.

Credit Ratings:

Information regarding credit ratings obtained by the Company for the year under review has been given under the Corporate
Governance Report which forms part of this Annual Report.

Subsidiaries, associate companies & joint ventures:

The Company has four wholly owned subsidiaries, one step-down subsidiary, one associate Company and one Joint Venture.

The consolidated financial statements of the Company and its subsidiaries are prepared in accordance with the applicable
accounting standards, issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Neither the Executive Chairman and nor the Whole-time directors of the Company receive any remuneration or commission from
any of its subsidiaries or associate Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the reports on
the performance and financial position of each of the subsidiary and associate companies have been provided in
Form AOC-1
appended to this report.

Company has filed an application for the merger by absorption of four wholly-owned subsidiary companies - KELBUZZ Trading
Private Limited (KTPL), Luxquisite Parkland Private Limited (LPPL), SLPKG Estate Holdings Private Limited (SEHPL) and SKG
Terra Promenade Private Limited (STPPL) - with the holding company, Kirloskar Electric Company Limited (KECL), before the
National Company Law Tribunal (NCLT), Bengaluru Bench, on October 31,2024. The appointed date for this amalgamation is April
1,2024. The Company is yet to receive the final merger order in this regard. Necessary information regarding this has been intimated
to the Stock Exchanges and is also available on the website of the Company.

Directors and Key Managerial Personnel:

Your Company has a well-diversified Board comprising of directors having skills, competencies and expertise in various areas to
ensure effective corporate governance of the Company.

As on March 31,2025, the Board comprised of 11 (Eleven) directors, out of which 6 (six) were Non-Executive Independent Directors,
02 (Two) Non Executive Non Independent Women Directors and 03 (three) Executive Directors. The Company is in compliance with
the regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 (“SEBI Listing Regulations”).

In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vijay
Ravindra Kirloskar (DIN: 00031253), a Non-Executive Director being longest in the office, shall retire by rotation and being eligible,
has offered himself for re-appointment. The resolution seeking members' approval for his re-appointment forms part of the AGM
Notice.

During the year under review, the Independent Directors, namely Mr. Kamlesh Gandhi (DIN: 00004969), Mr. Satyanarayan Agarwal
(DIN: 00111187) & Mr. Anil Kumar Bhandari (DIN: 00031194) have completed their second term, comprising five consecutive years,

and have retired from their directorships effective from the close of business hours on September 20, 2024.

Ms. Rukmini Kirloskar (DIN: 00309266) was appointed as Director liable to retire by the rotation with effect from May 23, 2024 by the
members of the Company by way of postal ballot on August 22, 2024 as required under the Regulation 17 (1C) of SEBI Listing
Regulations.

Mr. K N Shanth Kumar (DIN: 00487956) was appointed as an Independent Director of the Company for a term of five (05)
consecutive years, with effect from May 23, 2024 by the members of the Company by way of postal ballot on August 22, 2024 as
required under the Regulation 17 (1C) of SEBI Listing Regulations.

Mr. Mohammed Saad Bin Jung (DIN: 00264525) was appointed as an Independent Director of the Company for a term of five (05)
consecutive years with effect from August 6, 2024 by the members of the Company at the 77th Annual General Meeting held on
September 16, 2024, as required under the Regulation 17 (1C) of SEBI Listing Regulations.

Dr. Pangal Ranganath Nayak (DIN: 01507096) was appointed as an Independent Director of the Company for a term of five (05)
consecutive years, with effect from August 6, 2024 by the members of the Company at the 77th Annual General Meeting held on
September 16, 2024, as required under the Regulation 17 (1C) of SEBI Listing Regulations.

Mr. Sanjeev Kumar Shivappa (DIN: 08673340) was reappointed as the Whole-time director in the capacity of Director (Finance) &
Chief Financial Officer of the Company for a term of one (01) year with effect from February 14, 2025. The members of the Company
has approved the reappointment of Mr. Sanjeev Kumar Shivappa by way of Postal Ballot on April 24, 2025.

Mr. Anand B Hunnur (DIN: 06650798) was re-appointed as the Managing Director of the Company for a period of three (03) years
with effect from July 12, 2025. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the
purpose of attending Board/ Committee meetings of the Company.

The Key Managerial Personnel (KMP) of the Company as on March 31, 2025 were Mr. Vijay R Kirloskar, Executive Director,
Mr. Anand B Hunnur, Managing Director, Mr. Sanjeev Kumar Shivappa, Director (Finance) & Chief Financial Officer and
Mr. Mahabaleshwar Bhat, General Manager - Corporate Affairs & Company Secretary.

Declaration by Independent Directors

In terms of the provisions of Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the
Independent Directors stating that they continue to meet the criteria of independence as provided under the provisions of Section
149(6) of the Companies Act, 2013 read with the Rules made there under and the SEBI Listing Regulations.

In terms of regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any
circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their
duties. Based on the declarations received from the Independent Directors, the Board has confirmed that Independent Directors
meet the criteria of independence as mentioned under regulation 16(1)(b) of SEBI Listing Regulations and that they are independent
of the management.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV of
the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company.

All Independent Directors have registered their names in the Independent Director's Databank. In the opinion of the Board, the
Independent Directors so appointed / re-appointed possess the requisite expertise, experience and proficiency and are of integrity.
Evaluation of Directors, Committees and the Board:

The evaluation process has been explained in the Corporate Governance Report which forms part of the annual report.

Number of meetings of the Board of Directors and its Committees:

The Board of directors met 06 (Six) times during the financial year 2024-25 under review through Video Conference mode / other
audio visual means mode.

The maximum interval between any two meetings was within the maximum allowed gap pursuant to the Companies Act, 2013 and
SEBI Listing Regulations read with the Circulars issued by MCA and SEBI

The Board meetings were held on May 23, 2024, August 06, 2024, September 16, 2024, November 05, 2024, February 12, 2025 and
March 25, 2025.

The composition and the details of the meetings of the Board and its Committee held during the year are contained in the Corporate
Governance Report which forms part of the annual report.

Nomination and Remuneration Policy:

The Nomination and Remuneration Committee is responsible for recommending to the Board, a policy relating to the appointment

and remuneration of the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is
available on the website of the Company at
https://kirloskarelectric.com/investors/investors-information/policies.html.

Features of Nomination and Remuneration Policy:

• The policy has been framed in line with the Company's philosophy to ensure equitable remuneration to all the directors, key
managerial personnel (KM P) and employees of the Company.

• The policy lays down the criteria, terms and conditions including qualifications and positive attributes for identifying persons
who are qualified to become directors (executive and non-executive / Independent) and persons who may be appointed in
senior management and key managerial positions of the company.

• The policy determines the remuneration of Directors, Key Managerial Personnel and other employees based on the Company's
size and financial position and trends and practices on remuneration prevailing in peer companies.

• This Policy is divided in three parts:

Part - A: covers matters to be dealt by the committee.

Part - B: covers appointments and nominations.

Part - C: covers remuneration and perquisites etc.

Risk Management Policy:

Your Company has devised and implemented a comprehensive 'Risk Management Policy' which provides for identification,
assessment and control of risks that the company would face in the normal course of business and mitigation measures associated
with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The
Risk management policy has been appended to this report as
Annexure-I.

Conservation of energy, technology absorption, Research & development and foreign exchange earnings and outgo:

The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure - II, which
forms part of this report.

Management Discussion and Analysis:

The Management Discussion and Analysis Report (“MDAR”) for the year under review, as prescribed under Part B of Schedule V
read with Regulation 34 of the SEBI Listing Regulations is appended hereto as
Annexure - III and forms part of this report.
Managerial remuneration:

The information 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 is disclosed in the
Annexure - IV.

Particulars of employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing disclosures pertaining to
remuneration and also the names and other particulars of the employees drawing remuneration in excess of limits set out in the said
rules are provided in a separate Annexure to the Board's Report which forms part of the annual report. The report and the accounts
are being sent to the Members excluding the aforesaid annexure and in terms of Section 136 of the Companies Act 2013, the said
annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at
investors@kirloskarelectric.com

Annual Return:

According to the provisions of Section 134(3)(a), a copy of annual return i.e., Form MGT-7 for the year ended March 31,2024 has
been placed on the Company's website:
https://kirloskarelectric.com/investors/investors-information/financial.html.

Director's Responsibility Statement:

We, the Directors of your Company, confirm, to the best of our knowledge and ability that:-

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

(b) we 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 / loss of the Company for that period;

(c) we 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;

(d) we have prepared the annual accounts on a going concern basis;

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

(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws to the Company and that such
systems were adequate and operating effectively.

Particulars of loans, guarantee, investments and securities:

There were no loans and advances, guarantees, investments made or security given to any Body Corporate by the Company during
the financial year 2024-25.

Particulars of loans, advances, investments as required under the listing regulations:

The details of related party disclosures with respect to loans, advances, investment at the year end and maximum outstanding
amount thereof during the year as required (under part A of Schedule V of the Listing Regulations) have been provided in the notes to
the financial statement of Company.

Your directors draw attention of the members to note no. 17 & 36(9) of the standalone financial statements which sets out the details
of loan and advance, guarantee or investment.

Particulars of contracts or arrangements with related parties:

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arm's
length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were
repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore the disclosure of the
Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2024-25
and, hence, the same is not required to be provided.

During the FY 2024-25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company other than sitting fees and reimbursement of expenses, as applicable. The Policy on Related Party Transaction is
available on the Company's website:
https://www.kirloskarelectric.com/images/pdf/investor/policies/Policy-on-related-party-
transactions.pdf
.

Your directors draw attention of the members to note no. 36(9) to the standalone financials statement which sets out the related party
disclosures.

Corporate Social Responsibility:

Since criteria's for the applicability of CSR spending are not attracted to the Company, there was no obligation for the Company to
spend CSR amount for the FY 2024-25. However the CSR committee has been constituted and also CSR policy has been framed.

The policy can be accessed at the following URL: https://www.kirloskarelectric.com/investors/investors-information/policies.html.

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance
with CSR objectives and policy of the Company:

The CSR Committee hereby confirms that the implementation and monitoring of CSR policy has been carried out with all reasonable
care and diligence and the same is in compliance with the CSR objectives and the policy of the Company. However, as explained
above the CSR provisions are not applicable to the Company for the FY 2024-25 as per the requirements mentioned in the
Companies Act, 2013.

Material Changes affecting the Company:

There have been no material changes and commitments affecting the financial positions of the Company between the end of the
financial year and date of this report. There has been no change in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts:

There were no significant and material orders passed against the Company by the regulators or courts or tribunals during financial
year 2024-25 impacting the going concern status and Company's operations in future.

Vigil mechanism for Directors and Employees:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal procedural course to the
directors and employees to report their concerns about any poor or unacceptable practices or any event of misconduct or violation of
Company's code of conduct. The purpose of this policy is to provide a framework to secure whistle blowing incidents and to protect
the employees who are willing to raise concerns about serious irregularities within the Company. The policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides for 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 policy of
Vigil Mechanism is available on the Company's website at
https://kirloskarelectric.com/investors/investorsinformation/policies.html.

Statutory auditor:

Pursuant to the provisions of section 139 and other applicable sections of the Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014, as amended, the Company at its 77th AGM has re-appointed M/s. Prabhashankar & Co., Chartered
Accountants (Firm Registration No: 004982S) as the Statutory Auditors for a period of 3 years till the Conclusion of 80th Annual
General Meeting.

Auditors' Report:

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.
Branch auditor:

M/s. BMS Auditing, Chartered Accountants, UAE were reappointed as the auditors for conducting audit of sales office at Ajman,
UAE. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has proposed to appoint, M/s.
BMS Auditing, Chartered Accountants, as auditors for conducting audit of sales office at Ajman, UAE and to hold the office from the
conclusion of 78th Annual General Meeting until the conclusion of 79th Annual General Meeting of the Company subject to the
approval of the members of the Company.

Internal auditor:

The Company had appointed M/s. T. Sriram, Mehta & Tadimalla, Chartered Accountants (FRN: 004064S), Bengaluru as its internal
auditors for the year 2024-25.

Cost auditor:

M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration no. 000065), were appointed as cost auditors of the
Company for the financial year ended March 31,2025. The Board of Directors of your Company has fixed ?450,000/- (Rupees Four
Lakhs Fifty Thousand only) as audit fees, which requires ratification by the members of the Company in terms of the applicable
provisions of the Companies Act, 2013. Accordingly, a resolution seeking members' approval has been set forth in the notice of the
78th Annual General Meeting of the Company.

Disclosure under section 148(1) of the Companies Act, 2013:

During the period under review, the Company has conducted the audit of cost records and maintained the cost records as specified
by the Central Government under section 148(1) of the Companies Act, 2013.

Secretarial auditor:

M/s. S P Ghali & Co., Company Secretaries, Belgaum were appointed as secretarial auditors of the Company to conduct secretarial
audit for the financial year 2024-25 in terms of the provisions of Section 204 of the Companies Act, 2013. The audit report is enclosed
as
Form MR - 3.

Further, as per Regulation 24A (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 204 of
the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on
July 10, 2025, has approved the appointment of Mr. Sudheendra P Ghali (Membership no. FCS 7037 & COP no. 7537) Proprietor of
M/s. S. P. Ghali & Co., Company Secretary, Belgaum as the Secretarial Auditors of the Company for a period of five (5) consecutive
years, commencing on from financial year 2025-26 till financial year 2029-30, to conduct Secretarial Audit of the Company and to
furnish the Secretarial Audit Report.

The resolution for appointment of secretarial auditor for a period of five years forms part of notice of 78th Annual General Meeting.
Explanations or comments on auditors' qualifications / adverse remarks / emphasis on matters:

a. The subsidiaries are taking active steps to repay the dues of the Company, from collection of book debts assigned and from
disposal of immovable properties transferred apart from debts transferred as referred in the auditor's qualification. The Board of
directors is confident of realization of entire amounts due from the Subsidiaries or realizing much more amount from the sale of
immovable properties.

b. The Company is in the process of completing the review and reconciliation of receivables / book debts and in our opinion any
further provision required will not have material impact on the financial results of the Company and we are confident of realizing
the book debts.

The detailed Company's explanation thereto has been given in the relevant notes to accounts.

Secretarial Standards:

During the financial year 2024-25, the Company has complied with provisions of applicable Secretarial standards issued by the
Institute of Company Secretaries of India.

Reporting of Fraud by Auditors:

During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors nor Secretarial
Auditors have reported to the Audit Committee or the Board of the Company any material fraud by its officers or employees therefore
no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Details in respect of adequacy of internal financial controls with reference to the financial statement:

The Company has a robust system of internal financial control, which is in operation. The internal financial controls have been
documented, digitized and embedded in the day to day affairs of the business process of the Company. The effectiveness of the
internal financial controls are obtained through management reviews at regular intervals, assessments, monitoring by the functional
experts as well as auditing of the internal control systems by the internal auditors during the course of their audits. We believe that
these systems provide better assurance that our internal financial control systems are well designed and are operating effectively.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance
requirements set out by the Securities and Exchange Board of India (“SEBI”).

Your Company's corporate governance report for the financial year 2024-25 is appended to this annual report. A certificate on the
status of compliance on corporate governance is also appended and forms part of this annual report.

Prevention of Sexual Harassment at Workplace:

Your Company has zero tolerance policy in case of sexual harassment at workplace and committed to provide a healthy environment
to each and every employee of the Company. Your Company has in place 'Policy on Sexual Harassment Redressal' and all
employees (permanent, contractual, temporary, trainees) are covered under this policy.

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. Further, we report as follows for the year
ended on March 31,2025:

Sl. No

Particulars

Status

1

No of complaints received in the year

Nil

2

No of complaints disposed off in the year

Nil

3

Cases pending for more than 90 days

Nil

4

No of workshops and awareness programme(s) conducted in the year

2

5

Nature of action by employer or District office, if any

Nil

Statement on compliance with Maternity Benefit Act, 1961

As per the provisions of Companies (Accounts) Second Amendment Rules, 2025, it is hereby confirmed that the Company has
complied with all the applicable provisions of Maternity Benefit Act, 1961.

Merger and Acquisitions (M&A):

An application for the merger by absorption of four wholly-owned subsidiary companies - KELBUZZ Trading Private Limited (KTPL),
Luxquisite Parkland Private Limited (LPPL), SLPKG Estate Holdings Private Limited (SEHPL), and SKG Terra Promenade Private
Limited (STPPL) - with the holding company, Kirloskar Electric Company Limited (KECL), was filed before the National Company
Law Tribunal (NCLT), Bengaluru Bench, on October 31, 2024. The appointed date for this amalgamation is April 1, 2024. All
directions issued by the NCLT have been adhered to by the Company, with relevant filings and disclosures made periodically.
Participation and voting at 78th AGM:

Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and
Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by SEBI (hereinafter collectively referred to as
“the Circulars”), the 78th AGM of the Company will be held through VC/OAVM. Electronic copy of the Annual Report for the year ended
March 31, 2025 and Notice of the AGM are being sent to all the members electronically whose email IDs are registered with the
Company / Depository Participants(s) for communication purposes and a letter providing the web-link, where complete details of the
Annual Report is available to those members who have not so registered.

A copy of the notice of the AGM and annual report are also available for download from the website of the Company at
www.kirloskarelectric.com.

Disclosure with respect to compliance to SEBI Listing Regulations, as amended from time to time:

The details with respect to Compliance with the SEBI Listing Regulations during the year are contained in the Corporate Governance
Report which forms part of the annual report.

Corporate Insolvency Resolution Process (CIRP):

As already disclosed in the previous year, two petitions seeking to initiate a Corporate Insolvency Resolution Process (CIRP) against
the Company were filed before the National Company Law Tribunal (NCLT), Bengaluru Bench, in accordance with Section 7 of the
Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority)

Rules, 2016. Both of these petitions were dismissed by the NCLT Bengaluru bench. While appeals were initially filed with the
National Company Law Appellate Tribunal, Chennai, the applicants have since withdrawn them. Therefore, there were no
proceedings either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before
the National Company Law T ribunal or any other court.

Other disclosures and affirmations

There was no instance of one-time settlement with any bank or financial institution during the reporting period.

Acknowledgements:

The Board of Directors takes the opportunity to express its sincere appreciation for the continued support and confidence received
from the Company's bankers, customers, suppliers, depositors and the shareholders.

The Company considers its employees as its most valuable asset. Employees at all levels have put in their best to the services of the
Company and the Board puts on record the sincere appreciation of their dedication and loyalty.

By the order of the Board of Directors
For
Kirloskar Electric Company Limited

Sd/-

Vijay R Kirloskar

Place: Bengaluru Executive Chairman

Date: 10.07.2025 DIN: 00031253