The Directors are pleased to present the 34th Annual Report including the Audited Financial Statements (standalone and consolidated) forthe financial year ended 31 March 2025 of Kirloskar Ferrous Industries Limited (‘Company').
Particulars |
2024-2025
2023-2024
Total Income
6,628.60
6,151.50
Profit before tax
432.14
476.83
Tax Expenses
114.86
155.25
Profit for the year
317.28
321.58
Other Comprehensive Income for the year
(10.73)
(6.07)
Total Comprehensive Income for the year
306.55
315.51
Profit brought forward from previous year
1,495.36
1,275.61
Final Dividend paid on equity shares
(41.13)
(41.70)
Interim Dividend paid on equity shares
(49.38)
(41.80)
Interim Dividend paid by erstwhile ISMT Limited
-
(7.32)
Transfer to General Reserves
(5.00)
Balance carried to Surplus in the Statement of Profit and Loss
1,707.65
The Board of Directors at its meeting held on 4 February 2025declared an Interim Dividend of H 3 per equity share of H 5 each(i.e. 60 percent). The date of payment of the Interim Dividendwas 3 March 2025.
The Board of Directors at its meeting held on 9 May 2025 hasrecommended a Final Dividend of H 2.50 per equity share of H 5each (i.e. 50 percent) for approval of the Members at the ensuingannual general meeting.
Accordingly, total dividend payout for the financial year 2024-2025aggregates to H 5.50 per equity share of H 5 each (i.e. 110 percent).
Pursuant to Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Board ofDirectors has adopted the Dividend Distribution Policy. Copy ofthe same is available at the website of the Company, viz. www.kirloskarferrous.com
The Company achieved Net Sales of H 6,566.26 Crores as comparedto H 6,133.90 Crores in the previous year. Profit before Tax for theyear stood at H 432.14 Crores as compared to H 476.83 Crores forthe previous year.
• Pig Iron
The Company sold 511,787 MT of pig iron valued at H 2,078Crores during the financial year 2024-2025 as compared to418,601 MT of pig iron valued at H 1,805 Crores in the previousfinancial year. Production of pig iron for the financial yearincreased by 22 percent as compared that of the previous
year. It was mainly on account of operation of all three miniblast furnaces throughout the financial year. All the pig ironproduced during the financial year was sold and optimumlevel of inventory was maintained.
• Castings
The Company sold 132,242 MT of castings valued at H 1,654Crores during the financial year 2024-2025 as compared to120,018 MT of castings valued at H 1,508 Crores in the previousfinancial year. During the financial year, production of castingsincreased by 10 percent as compared to the previous year.The Company continued to maintain the market leadershipposition in the domestic castings business. Demand for thecastings was good throughout the financial year.
• Tubes
The Company sold 168,804 MT of tubes valued at H 2,103Crores during the financial year 2024-2025 as compared to156,487 MT of tubes valued at H 2,065 Crores in the previousfinancial year.
• Steel
The Company sold 73,002 MT of steel valued at H 541 Croresin the financial year 2024-2025 as compared to 69,605 MT ofsteel valued at H 534 Crores in the previous financial year.
During the year under review, limited availability of qualityiron ore and increased capacity of peer steel producers ledto increased demand of iron ore resulting in higher prices.The average landed price of the Iron ore was fluctuatingbetween H 6,700 per MT to H 7,200 per MT for iron ore lumps
and between H 6,200 per MT to H 7,000 per MT with respectto iron ore fines.
With the commissioning of the oxygen plant, the consumptionof pulverized coal injection has increased and therebyreducing the consumption of coke and lowering overallmanufacturing costs.
Operations of ‘Kirloskar Bharat Mines' have resumed afterobtaining necessary regulatory clearances and dispatches ofiron ore have commenced from December 2024.
Blended average coal price was around USD 220 per metrictonne during the financial year.
The Company continuously worked on developing newproducts, reduction in operational costs and also increasingthe machining and proto business at both locations.
During the financial year, the Company continued itsaggressive push to grow the OCTG and boiler segmentbusinesses with key customers registering over 36 percentand 14 percent volume growth over the previous year. TheCompany sold over 10,000 MT of premium connections tothe oil majors in India and will continue its efforts to servicesuch market needs going forward.
The Company is progressing well on increasing customerbase, retention and growth aligned to the strategic goals. TheCompany has also installed an auto UT line to serve discerningcustomers in the bearings industry with an investment ofover H 15 Crores. The Company is also in active engagementwith few European Union customers for supply of steel.
• Finance costs
During the year, term loans have been borrowed atcompetitive rates for financing capex requirements. TheCompany focused on optimizing finance costs by efficientlymanaging working capital. By regular monitoring movementin the exchange rates and taking forward covers, the impactof the exchange fluctuations risk was minimised.
• Update on customers
During the year under review, the Company was successfulin increasing the share of business from current customersand developed new products to meet the requirement ofcustomers. Supply of machined castings was increased andnew orders were received for supply of castings in machinedcondition. Discussions are in progress with new potentialcustomers to cater castings requirements.
With regard to the tube segment, sales of high alloyboiler tubes have increased to customers in public sectorundertakings and private sector. The Company also has re¬energised the trade business with a view to have improvedregional representations and market penetration.
Following major projects were completed during the financialyear under review :
• 70 MW solar plant commissioned at Jalna, Maharashtra.
• VPSA oxygen plant commissioned for mini blast furnaces atKoppal, Karnataka.
• Dispatch of iron ore commenced from Kirloskar Bharath Mines.
• De-bottlenecking projects.
Following major projects are in progress during the financialyear under review :
• Moulding Line (phase II) at Solapur plant for enhancingproduction capacity of castings by 20,000 MT per annum.
• 30 MW solar plant (Phase II) at Jalna, Maharashtra.
• 12.6 MW Wind Mill at Sambhajinagar, Maharashtra.
• Fume extraction system at Jejuri plant.
• Expansion of machining capacity based oncustomer requirements.
Upon effectiveness of the Scheme of Arrangement and Merger ofISMT Limited with the Company and their respective shareholderspursuant to Sections 230 to 232 and other applicable provisions ofthe Companies Act, 2013 on 8 August 2024; the Authorized ShareCapital of the Company stands at H 3,805,000,000 divided into527,000,000 equity shares of H 5 each and 117,000,000 preferenceshares of H 10 each. The Board of Directors of the Company at itsmeeting held on 9 August 2024 has allotted 24,904,259 equityshares of H 5 each to those equity shareholders of ISMT Limited(as of the Record Date of 6 August 2024) as per the share exchangeratio mentioned in the Scheme.
During the financial year 2024-2025; 3,91,620 equity shares ofH 5 each were allotted upon exercise of stock options pursuantto ‘KFIL Employee Stock Option Schemes'. As at the end of thefinancial year; the issued, subscribed and paid-up share capitalof the Company stands increased to H 823,086,690 comprising of164,617,338 equity shares of H 5 each.
a) Changes in Directors and Key Managerial Personnel
Pursuant to provisions of Section 152 of the Companies Act,2013 and rules thereof; Mr. Rahul Chandrakant Kirloskar (DIN: 00 007319) retires by rotation at the ensuing annual generalmeeting and being eligible, offers himself for re-appointment.
Upon recommendation of the Nomination and RemunerationCommittee, the Board has sought the approval of theMembers of the Company for the appointment of Ms. AditiAtul Kirloskar (DIN : 07480446) as a Non-Executive Non¬Independent Director liable to retire by rotation.
Details of changes in Directors during the financial year2024-2025 are as given below :
• Mr. Y. S. Bhave (DIN : 00057170) has retired as anIndependent Director on 15 July 2024 pursuant to theresolution passed by the Members of the Company attheir annual general meeting held on 1 August 2022.
• Mr. M. S. Srinivasan (DIN : 10709097) has been co¬opted as an Additional Director with effect from 16 July2024 and appointed as an Independent Director of theCompany to hold the office for a term upto 15 July 2029.
• Mr. N. B. Ektare (DIN : 02109633) has been co-optedas an Additional Director with effect from 9 August2024 and further appointed as the Executive Director(Operations) for a term upto 9 March 2027 .
• Mr. P. Rajashekhar (DIN : 09514548) has been co¬opted as an Additional Director with effect from9 August 2024 and appointed as an IndependentDirector of the Company to hold the office for a termupto 8 August 2029.
• Mr. S. Rajagopalan (DIN : 10738323) has been co¬opted as an Additional Director with effect from 10August 2024 and appointed as an Independent Directorof the Company to hold the office for a term upto31 August 2028.
• Mrs. Nalini Venkatesh (DIN : 06891397) has retired asan Independent Director on 12 August 2024 pursuant tothe resolution passed by the Members of the Companyat their annual general meeting held on 23 July 2019.
• Mr. Atul Kirloskar (DIN : 00007387) has retiredas a Director of the Company with effect from 24September 2024.
• Mr. A. N. Alawani (DIN : 00036153) has retired asa Director of the Company with effect from 24September 2024.
• Mr. M. R. Chhabria (DIN : 00166049) has resigned as aDirector of the Company with effect from 31 March 2025
The Board of Directors placed on record its sincereappreciation and recognition for valuable contribution by fiveDirectors, who ceased to be Directors of the Company duringthe financial year.
There was no change in the key managerial personnel duringthe financial year 2024-2025.
b) Statement on declarations by Independent Directors
The Company has received declarations from all theIndependent Directors confirming that they meet the criteriaof independence as laid down under Section 149(6) of theCompanies Act, 2013, rules thereof and Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and they are in compliance with the Codefor Independent Directors as prescribed in Schedule IV to theCompanies Act, 2013.
In the opinion of the Board, all Independent Directors possessintegrity, expertise, skills and experience for carrying outfunctions of an Independent Director.
Pursuant to provisions of Rule 6 of the Companies(Appointment and Qualification of Directors) Rules, 2014 andas amended; all the Independent Directors have confirmedthat they hold valid registration certificate with the Databankof Independent Directors.
The Company has laid down a Code for the Board ofDirectors and Senior Management of the Company. The saidCode is available on the website of the Company viz. www.kirloskarferrous.com All the Board Members and SeniorManagement Personnel of the Company have affirmedcompliance with the Code of Conduct.
c) Board Evaluation
Pursuant to provisions of the Companies Act, 2013 andRegulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015; the Board has carriedout a formal review for evaluating the performance andeffectiveness of the Board, Committees of the Board and ofindividual directors.
Performance of the Board was evaluated on the basis of criteriasuch as board composition and structure, effectiveness ofboard processes, participation in organisation strategy, etc.Performance of various committees was evaluated by theBoard based on appropriate criteria.
d) Nomination and Remuneration Policy :
Upon recommendation of the Nomination and RemunerationCommittee, the Board has adopted a policy for selection andappointment of Directors, Key Managerial Personnel andSenior Management Personnel and their remuneration. Thepolicy is available on the website of the Company, viz. www.kirloskarferrous.com
e) Number of meetings of the Board :
During the financial year 2024-2025, six meetings of theBoard of Directors were convened and held, details of whichare provided in the Report on Corporate Governance.
f) Composition of Audit Committee and other committeesof the Board :
Details of composition of committees of the Board, viz. AuditCommittee, Nomination and Remuneration Committee andStakeholders Relationship Committee are provided in theReport on Corporate Governance.
During the financial year 2024-2025, the sum of f 61.24 Croreshas been granted as the loan to the subsidiaries for the purposeof capital expenditure, refurbishment of plant and machinery andworking capital and the sum of f 5.99 Crores has been grantedas the loan to contractors in the normal course of business of theCompany and to employees in accordance with the policies of the
Company. Closing balances of these loans are disclosed under theschedule of Loans and Advances in the Financial Statements.
During the financial year 2024-2025, the Company has not givenany loan or guarantee or acquired any security exceeding thelimit prescribed pursuant to provisions of Section 186(2) of theCompanies Act, 2013.
During the year under review, all related party transactions enteredinto by the Company were approved by the Audit Committee andwere at arm's length and in the ordinary course of business.
Pursuant to provisions of Section 134 of the Companies Act, 2013read with Rule 8(2) of the Companies (Accounts) Rules, 2014; thereare no particulars to be disclosed in the Board's Report.
The policy on related party transactions is available on the websiteof the Company, viz. www.kirloskarferrous.com
During the financial year 2024-2025;
• Pursuant to provisions of Section 148 of the Companies Act,2013 and rules thereof; maintenance of cost records hasbeen mandatory for the Company and such accounts andrecords relating to utilisation of materials, labour and otheritems of cost have been prepared and maintained.
• Secretarial Standards issued by the Institute of CompanySecretaries of India and approved by the Central Governmentunder Section 118(10) of the Companies Act, 2013 have beencomplied with.
• The Company has not accepted any public deposit pursuantto provisions of the Companies Act, 2013 and rules thereof.
• There has been no change in the nature of businessof the Company.
• To the best of our knowledge, the Company has not receivedany such order from regulators, courts or tribunals, whichmay impact the going concern status or the operations of theCompany in future.
• Details of the unauthorised fund transfer from the Companyand an instance of fraud on the Company have been placedbefore the Audit Committee and the Board of Directorspursuant to provisions of Section 143(12) of the CompaniesAct, 2013 and have been reported in the Independent Auditors'Report on the audit of the Standalone Financial Statements
• Neither any application has been made nor any proceedinghas been pending against the Company under the Insolvencyand Bankruptcy Code, 2016.
• There was no incidence of settlement in respect of any loanavailed from any bank or financial institution.
There is no material change or commitment occurring after theend of the financial year, which may affect the financial positionof the Company.
Mr. R. V. Gumaste, Managing Director has received theremuneration of H 240,000 as the sitting fees from erstwhile ISMTLimited (‘subsidiary company') during the period from 1 April 2024to 8 August 2024. He has not received any remuneration fromKirloskar Industries Limited (‘holding company').
Mr. R. S. Srivatsan, Executive Director (Finance) and ChiefFinancial Officer has been the Chief Financial Officer of erstwhileISMT Limited (‘subsidiary company') till 8 August 2024. He hasreceived the remuneration of H 319,355 from that companyduring the period from 1 April 2024 to 8 August 2024. He hasnot received any remuneration from Kirloskar Industries Limited(‘holding company').
Mr. N. B. Ektare, Executive Director (Operations) was the ManagingDirector of erstwhile ISMT Limited till 8 August 2024. He hasreceived the remuneration of H 5,843,712 from that companyduring the period from 1 April 2024 to 8 August 2024. He hasnot received any remuneration from Kirloskar Industries Limited(‘holding company').
Consolidated Financial Statements of the Company and itssubsidiaries for the year ended 31 March 2025 form part of thisannual report. A statement containing salient features of thefinancial statements of the subsidiaries / associate companies /joint venture companies for the year ended 31 March 2025 has beenannexed to the Financial Statements of the Company in Form AOC-1.
Pursuant to the Scheme of Arrangement and Merger of ISMTLimited with the Company and their respective shareholderssanctioned by Honourable National Company Law Tribunal (NCLT),Mumbai vide its Order dated 24 July 2024; ISMT Limited standsmerged into and with the Company and dissolved without beingwound up on and from the Effective Date of 8 August 2024. Uponeffectiveness of the Scheme, below mentioned subsidiaries ofISMT Limited have become the subsidiaries of the Company :
• Adicca Energy Solutions Private Limited
• Tridem Port and Power Company Private Limited
• Nagapattinam Energy Private Limited
• Best Exim Private Limited
• Success Power and Infraprojects Private Limited
• Marshal Microware Infrastructure Development CompanyPrivate Limited
• ISMT Enterprises SA, Luxembourg
• Structo Hydraulics AB, Sweden
• ISMT Europe AB, Sweden
Structo Hydraulics AB, Sweden and ISMT Europe AB, Sweden areunder the process of liquidation since the financial year 2023-2024.
Risk Management Framework
The Company has a Risk Management Committee consisting ofMr. V. M. Varma as the Chairman and Mr. R. V. Gumaste, Mr. S.Venkataramani and Mr. P. Vohra as Members of the Committee.Based on the recommendation of the Committee, the RiskManagement Policy has been amended to include ESG relatedrisks, information and cyber security risks. The Board reviewseffectiveness of risk management activities on regular basis.
The process of risk management covers risk identification andclassification of risks, risk rating, risk mitigation and risk monitoringand review. Risks have been classified as strategic, operational,financial, statutory / compliance and reputational.
Based on recommendation of the Risk Management Committee,the Risk Coordinator has been appointed to work with Risk Ownersto identify risks and facilitate development of risk mitigation plans.
Internal Financial Controls
The Company has deployed controls including defined code ofconduct, whistle blower policy, management review and MISmechanisms, internal audit mechanism. The process level controlshave been instituted through company policies and proceduresand continuous monitoring of efficiency in operations.
There is regular management oversight of the internal controlsenvironment at the Company. The Audit Committee alongwith theManagement oversees reports of the internal audit and reviewsimplementation on a periodic basis.
Vigil Mechanism / Whistle Blower Policy
The Board of Directors has adopted the Vigil Mechanism / WhistleBlower Policy to deal with instances of fraud, unethical behaviour,mismanagement, leakage of Unpublished Price SensitiveInformation (UPSI), etc. The policy has provided a mechanism foremployees and other persons dealing with the Company to reportto the Chairman of the Audit Committee any such instance. Therewas no case filed during the year under review.
The policy has been uploaded at the website of the Company, viz.www.kirloskarferrous.com
Disclosure under the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal)Act, 2013
The Company has in place a Policy for Prevention of SexualHarassment at workplace. This would, inter alia, provide amechanism for the resolution, settlements or prosecution of actsor instances of sexual harassment at workplace and to ensure
that all employees are treated with respect and dignity. There wasno complaint / case filed / pending with the Company during theyear under review.
The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
Annual Returns filed with the Ministry of CorporateAffairs (MCA)
Pursuant to provisions of Section 134 read with Section 92(3)of the Companies Act, 2013; copies of annual returns filed withthe MCA are available at the website of the Company viz. www.kirloskarferrous.com and the Annual Return for the financial year2024-2025 will be uploaded on the website after filing with the MCA.
Conservation of Energy, Technology Absorption andForeign Exchange Earnings and Outgo
Details on conservation of energy, technology absorption andforeign exchange earnings and outgo pursuant to provisionsof Section 134(3)(m) of the Companies Act, 2013 read withRule 8 of the Companies (Accounts) Rules, 2014 are annexedherewith as Annexure A.
Corporate Social Responsibility (CSR)
The Company has always believed in working for the bettermentand upliftment of the society. Corporate Social Responsibility (CSR)has been practiced over the years in the Company. Focus areasunder CSR include Education, Health and Hygiene, Environmentand Rural Development. The Company has been carrying outvarious CSR activities directly or through implementing agencies.
Details about the composition of CSR Committee and the Reporton CSR activities for the financial year under review is annexedherewith as Annexure B.
Information pursuant to Rule 5 of the Companies(appointment and remuneration of managerialpersonnel) Rules, 2014
Information relating to remuneration and other details asrequired pursuant to Rule 5 of the Companies (appointment andremuneration of managerial personnel) Rules, 2014 is annexedherewith as Annexure C.
Employee Stock Options Schemes (ESOS)
The Company views employee stock options as an instrument thatwould enable the employees to share the value they create for theCompany and align individual objectives of the employees with theobjectives of the Company.
The Company has two employee stock option schemes, viz. KFILEmployee Stock Option Scheme 2017 (‘KFIL ESOS 2017') andKFIL Employee Stock Option Scheme 2021 (‘KFIL ESOS 2021') inorder to motivate, incentivize and reward employees. The Board ofDirectors and the Nomination and Remuneration Committee of theCompany are authorised to administer both schemes.
During the financial year, the Nomination and RemunerationCommittee at its meeting held on 9 August 2024 has granted240,000 stock options pursuant to ‘KFIL ESOS 2021'.
Pursuant to Regulation 13 of the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations, 2021; certificates fromthe secretarial auditor that the schemes have been implementedin accordance with these regulations and in accordance with theresolutions passed by the Members of the Company in the generalmeetings would be placed before the Members at the ensuingannual general meeting.
Disclosures on schemes, details of options granted, sharesallotted upon exercise are annexed herewith as Annexure Dand are also available on the website of the Company at www.kirloskarferrous.com
No employee has been granted stock options equal to or exceedingone percent of the issued capital of the Company.
In line with the Indian Accounting Standards (“Ind AS”) 102 on'Share Based Payments' issued by the Institute of CharteredAccountants of India (“ICAI”); the Company has computed the costof equity-settled transactions by using the fair value of the optionsat the date of the grant and recognized the same as employeecompensation cost over the vesting period.
a) Statutory Auditors
The Members of the Company at their annual general meetingheld on 27 July 2021 have reappointed M/s. Kirtane & PanditLLP, Chartered Accountants as the Statutory Auditor of theCompany to hold office for another term from the conclusionof 30th Annual General Meeting till the conclusion of 35thAnnual General Meeting of the Members of the Company.A certificate has been received from them confirming thatrequirements prescribed under provisions of Section 141 ofthe Companies Act, 2013 have been fulfilled.
The Members of the Company at their annual generalmeeting held on 24 September 2024 have appointed M/s. PG BHAGWAT LLP, Chartered Accountants as the StatutoryAuditor of the Company to hold office for a term fromconclusion of 33rd Annual General Meeting till conclusion of38th Annual General Meeting to conduct the audit of booksof account of the Company for the financial years ending 31March 2025 and 31 March 2026 jointly with M/s. ‘Kirtane& Pandit LLP, Chartered Accountants', present statutoryauditor. A certificate has been received from them confirmingthat requirements prescribed under provisions of Section 141of the Companies Act, 2013 have been fulfilled.
The reports given by the statutory auditors on the standaloneand consolidated financial statements of the Companyfor the financial year ended 31 March 2025 form part ofthis Annual report. There is no qualification / reservation/ adverse remark in the reports on the audit of standaloneand consolidated financial statements given by thestatutory auditors. However, few observations relating to the
Companies (Auditor's Report) Order, 2020 have been statedin the annexures to the Independent Auditors' Reports.
b) Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act,2013 and rules thereof; Mr. Mahesh J. Risbud, PracticingCompany Secretary has been appointed to conduct theSecretarial Audit of the Company for the financial year2024-2025. The Secretarial Audit Report issued by him isannexed herewith as Annexure E. There is no qualification /reservation / adverse remark in the Secretarial Audit Report.
Pursuant to the Circular No. CIR/CFD/CMD1/27/2019 dated8 February 2019 and the Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024 issued by theSEBI, Mr. Mahesh J. Risbud, Practicing Company Secretaryhas also issued the Secretarial Compliance Report for thefinancial year 2024-2025.
Pursuant to the provisions of Regulation 24A of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Section 204 of the Companies Act, 2013and rules thereof, as amended and subject to the approval ofthe Members of the Company at the ensuing annual generalmeeting; ‘M. J. Risbud And Co', Company Secretaries hasbeen appointed as the Secretarial Auditor of the Company tohold office for a term from conclusion of 34th Annual GeneralMeeting till conclusion of 39th Annual General Meeting ofthe Members of the Company and to provide the secretarialaudit report from the financial year ending 31 March 2026to the financial year ending 31 March 2030. The Board hassought the approval of the Members of the Company for theirappointment as the Secretarial Auditor at the ensuing annualgeneral meeting.
c) Cost Auditor
Pursuant to provisions of Section 148 of the Companies Act,2013 and rules thereof, the Board of Directors has appointed‘Dhananjay V. Joshi & Associates', Cost Accountants as theCost Auditor to conduct the audit of cost accounting recordsfor the financial year 2025-2026.
Pursuant to provisions of Regulation 34(3) of the SEBI (LODR)Regulations, 2015; the Report on Management Discussion andAnalysis forms part of this Annual Report.
The Company conforms to norms of the corporate governanceas envisaged in the Listing Agreement executed with thestock exchange. Pursuant to provisions of Regulation 34(3) ofthe SEBI (LODR) Regulations, 2015; the Report on CorporateGovernance forms part of this Annual Report. A certificate fromthe secretarial auditor regarding compliance with conditions ofcorporate governance as required pursuant to provisions of theSEBI (LODR) Regulations, 2015 has been annexed to the Report onCorporate Governance.
Pursuant to provisions of Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015; the Business Responsibility and Sustainability
Report forms part of this Annual Report.
Pursuant to provisions of Section 134 of the Companies Act,
2013 in respect of Directors' Responsibility Statement; the
Directors state that :
• in the preparation of the annual accounts; the applicableaccounting standards have been followed and there were nomaterial departures;
• accounting policies as mentioned in the Notes forming partof the Financial Statements have been selected and appliedconsistently. Further, judgments and estimates made arereasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31 March 2025 andof the profit of the Company for the year ended on that date;
• proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding theassets of the Company and for preventing and detectingfraud and other irregularities;
• the annual financial statements have been prepared on agoing concern basis;
• proper internal financial controls were laid down and suchinternal financial controls were adequate and were operatingeffectively and
• proper systems were in place to ensure compliance withthe provisions of all applicable laws and such systems wereadequate and operating effectively.
Statements in this report, particularly those which relate to theManagement Discussion and Analysis, describing the Company'sobjectives, projections, estimates and expectations may constitute‘forward looking statements' within the meaning of applicable lawsand regulations. Actual results may differ materially from thoseeither expressed or implied.
The Board wishes to place on record its appreciation towards thecontribution of all employees of the Company and its gratitude tothe Company's valued customers, bankers, vendors and membersfor their continued support and confidence in the Company.
For and on behalf of the Board of Directors ofKirloskar Ferrous Industries Limited
Rahul Kirloskar
Date : 9 May 2025 Chairman
Place : Pune (DIN : 00007319)