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Kirloskar Ferrous Industries Ltd.

Directors Report

BSE: 500245ISIN: INE884B01025INDUSTRY: Steel - Pig Iron

BSE   Rs 565.15   Open: 555.00   Today's Range 554.30
571.75
 
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+13.25 (+ 2.34 %) Prev Close: 551.90 52 Week Range 423.00
778.75
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 9301.34 Cr. P/BV 2.79 Book Value (Rs.) 202.75
52 Week High/Low (Rs.) 779/423 FV/ML 5/1 P/E(X) 31.63
Bookclosure 11/07/2025 EPS (Rs.) 17.87 Div Yield (%) 0.97
Year End :2025-03 

The Directors are pleased to present the 34th Annual Report including the Audited Financial Statements (standalone and consolidated) for
the financial year ended 31 March 2025 of Kirloskar Ferrous Industries Limited (‘Company').

Financial Summary (Standalone)

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)

(5.00)

Balance carried to Surplus in the Statement of Profit and Loss

1,707.65

1,495.36

Dividend

The Board of Directors at its meeting held on 4 February 2025
declared an Interim Dividend of H 3 per equity share of H 5 each
(i.e. 60 percent). The date of payment of the Interim Dividend
was 3 March 2025.

The Board of Directors at its meeting held on 9 May 2025 has
recommended a Final Dividend of H 2.50 per equity share of H 5
each (i.e. 50 percent) for approval of the Members at the ensuing
annual general meeting.

Accordingly, total dividend payout for the financial year 2024-2025
aggregates to H 5.50 per equity share of H 5 each (i.e. 110 percent).

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of
Directors has adopted the Dividend Distribution Policy. Copy of
the same is available at the website of the Company, viz.
www.
kirloskarferrous.com

Company Performance

The Company achieved Net Sales of H 6,566.26 Crores as compared
to H 6,133.90 Crores in the previous year. Profit before Tax for the
year stood at H 432.14 Crores as compared to H 476.83 Crores for
the previous year.

Sale of products

• Pig Iron

The Company sold 511,787 MT of pig iron valued at H 2,078
Crores during the financial year 2024-2025 as compared to
418,601 MT of pig iron valued at H 1,805 Crores in the previous
financial year. Production of pig iron for the financial year
increased by 22 percent as compared that of the previous

year. It was mainly on account of operation of all three mini
blast furnaces throughout the financial year. All the pig iron
produced during the financial year was sold and optimum
level of inventory was maintained.

• Castings

The Company sold 132,242 MT of castings valued at H 1,654
Crores during the financial year 2024-2025 as compared to
120,018 MT of castings valued at H 1,508 Crores in the previous
financial year. During the financial year, production of castings
increased by 10 percent as compared to the previous year.
The Company continued to maintain the market leadership
position in the domestic castings business. Demand for the
castings was good throughout the financial year.

• Tubes

The Company sold 168,804 MT of tubes valued at H 2,103
Crores during the financial year 2024-2025 as compared to
156,487 MT of tubes valued at H 2,065 Crores in the previous
financial year.

• Steel

The Company sold 73,002 MT of steel valued at H 541 Crores
in the financial year 2024-2025 as compared to 69,605 MT of
steel valued at H 534 Crores in the previous financial year.

Operational performance

• Pig Iron

During the year under review, limited availability of quality
iron ore and increased capacity of peer steel producers led
to increased demand of iron ore resulting in higher prices.
The average landed price of the Iron ore was fluctuating
between 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 respect
to iron ore fines.

With the commissioning of the oxygen plant, the consumption
of pulverized coal injection has increased and thereby
reducing the consumption of coke and lowering overall
manufacturing costs.

Operations of ‘Kirloskar Bharat Mines' have resumed after
obtaining necessary regulatory clearances and dispatches of
iron ore have commenced from December 2024.

Blended average coal price was around USD 220 per metric
tonne during the financial year.

• Castings

The Company continuously worked on developing new
products, reduction in operational costs and also increasing
the machining and proto business at both locations.

• Tubes

During the financial year, the Company continued its
aggressive push to grow the OCTG and boiler segment
businesses with key customers registering over 36 percent
and 14 percent volume growth over the previous year. The
Company sold over 10,000 MT of premium connections to
the oil majors in India and will continue its efforts to service
such market needs going forward.

• Steel

The Company is progressing well on increasing customer
base, retention and growth aligned to the strategic goals. The
Company has also installed an auto UT line to serve discerning
customers in the bearings industry with an investment of
over H 15 Crores. The Company is also in active engagement
with few European Union customers for supply of steel.

• Finance costs

During the year, term loans have been borrowed at
competitive rates for financing capex requirements. The
Company focused on optimizing finance costs by efficiently
managing working capital. By regular monitoring movement
in the exchange rates and taking forward covers, the impact
of the exchange fluctuations risk was minimised.

• Update on customers

During the year under review, the Company was successful
in increasing the share of business from current customers
and developed new products to meet the requirement of
customers. Supply of machined castings was increased and
new orders were received for supply of castings in machined
condition. Discussions are in progress with new potential
customers to cater castings requirements.

With regard to the tube segment, sales of high alloy
boiler tubes have increased to customers in public sector
undertakings and private sector. The Company also has re¬
energised the trade business with a view to have improved
regional representations and market penetration.

Update on Projects

Following major projects were completed during the financial
year under review :

• 70 MW solar plant commissioned at Jalna, Maharashtra.

• VPSA oxygen plant commissioned for mini blast furnaces at
Koppal, Karnataka.

• Dispatch of iron ore commenced from Kirloskar Bharath Mines.

• De-bottlenecking projects.

Following major projects are in progress during the financial
year under review :

• Moulding Line (phase II) at Solapur plant for enhancing
production 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 on
customer requirements.

• De-bottlenecking projects.

Changes to the Equity Share Capital

Upon effectiveness of the Scheme of Arrangement and Merger of
ISMT Limited with the Company and their respective shareholders
pursuant to Sections 230 to 232 and other applicable provisions of
the Companies Act, 2013 on 8 August 2024; the Authorized Share
Capital of the Company stands at H 3,805,000,000 divided into
527,000,000 equity shares of H 5 each and 117,000,000 preference
shares of H 10 each. The Board of Directors of the Company at its
meeting held on 9 August 2024 has allotted 24,904,259 equity
shares of H 5 each to those equity shareholders of ISMT Limited
(as of the Record Date of 6 August 2024) as per the share exchange
ratio mentioned in the Scheme.

During the financial year 2024-2025; 3,91,620 equity shares of
H 5 each were allotted upon exercise of stock options pursuant
to ‘KFIL Employee Stock Option Schemes'. As at the end of the
financial year; the issued, subscribed and paid-up share capital
of the Company stands increased to H 823,086,690 comprising of
164,617,338 equity shares of H 5 each.

Directors

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 general
meeting and being eligible, offers himself for re-appointment.

Upon recommendation of the Nomination and Remuneration
Committee, the Board has sought the approval of the
Members of the Company for the appointment of Ms. Aditi
Atul Kirloskar (DIN : 07480446) as a Non-Executive Non¬
Independent Director liable to retire by rotation.

Details of changes in Directors during the financial year
2024-2025 are as given below :

• Mr. Y. S. Bhave (DIN : 00057170) has retired as an
Independent Director on 15 July 2024 pursuant to the
resolution passed by the Members of the Company at
their 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 July
2024 and appointed as an Independent Director of the
Company to hold the office for a term upto 15 July 2029.

• Mr. N. B. Ektare (DIN : 02109633) has been co-opted
as an Additional Director with effect from 9 August
2024 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 from
9 August 2024 and appointed as an Independent
Director of the Company to hold the office for a term
upto 8 August 2029.

• Mr. S. Rajagopalan (DIN : 10738323) has been co¬
opted as an Additional Director with effect from 10
August 2024 and appointed as an Independent Director
of the Company to hold the office for a term upto
31 August 2028.

• Mrs. Nalini Venkatesh (DIN : 06891397) has retired as
an Independent Director on 12 August 2024 pursuant to
the resolution passed by the Members of the Company
at their annual general meeting held on 23 July 2019.

• Mr. Atul Kirloskar (DIN : 00007387) has retired
as a Director of the Company with effect from 24
September 2024.

• Mr. A. N. Alawani (DIN : 00036153) has retired as
a Director of the Company with effect from 24
September 2024.

• Mr. M. R. Chhabria (DIN : 00166049) has resigned as a
Director of the Company with effect from 31 March 2025

The Board of Directors placed on record its sincere
appreciation and recognition for valuable contribution by five
Directors, who ceased to be Directors of the Company during
the financial year.

There was no change in the key managerial personnel during
the financial year 2024-2025.

b) Statement on declarations by Independent Directors

The Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as laid down under Section 149(6) of the
Companies Act, 2013, rules thereof and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they are in compliance with the Code
for Independent Directors as prescribed in Schedule IV to the
Companies Act, 2013.

In the opinion of the Board, all Independent Directors possess
integrity, expertise, skills and experience for carrying out
functions of an Independent Director.

Pursuant to provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and
as amended; all the Independent Directors have confirmed
that they hold valid registration certificate with the Databank
of Independent Directors.

The Company has laid down a Code for the Board of
Directors and Senior Management of the Company. The said
Code is available on the website of the Company viz.
www.
kirloskarferrous.com
All the Board Members and Senior
Management Personnel of the Company have affirmed
compliance with the Code of Conduct.

c) Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the Board has carried
out a formal review for evaluating the performance and
effectiveness of the Board, Committees of the Board and of
individual directors.

Performance of the Board was evaluated on the basis of criteria
such as board composition and structure, effectiveness of
board processes, participation in organisation strategy, etc.
Performance of various committees was evaluated by the
Board based on appropriate criteria.

d) Nomination and Remuneration Policy :

Upon recommendation of the Nomination and Remuneration
Committee, the Board has adopted a policy for selection and
appointment of Directors, Key Managerial Personnel and
Senior Management Personnel and their remuneration. The
policy 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 the
Board of Directors were convened and held, details of which
are provided in the Report on Corporate Governance.

f) Composition of Audit Committee and other committees
of the Board :

Details of composition of committees of the Board, viz. Audit
Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee are provided in the
Report on Corporate Governance.

Particulars of loans, guarantees or investments under
Section 186 of the Companies Act, 2013

During the financial year 2024-2025, the sum of f 61.24 Crores
has been granted as the loan to the subsidiaries for the purpose
of capital expenditure, refurbishment of plant and machinery and
working capital and the sum of f 5.99 Crores has been granted
as the loan to contractors in the normal course of business of the
Company and to employees in accordance with the policies of the

Company. Closing balances of these loans are disclosed under the
schedule of Loans and Advances in the Financial Statements.

During the financial year 2024-2025, the Company has not given
any loan or guarantee or acquired any security exceeding the
limit prescribed pursuant to provisions of Section 186(2) of the
Companies Act, 2013.

Transactions with related parties

During the year under review, all related party transactions entered
into by the Company were approved by the Audit Committee and
were at arm's length and in the ordinary course of business.

Pursuant to provisions of Section 134 of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014; there
are no particulars to be disclosed in the Board's Report.

The policy on related party transactions is available on the website
of the Company, viz.
www.kirloskarferrous.com

General

During the financial year 2024-2025;

• Pursuant to provisions of Section 148 of the Companies Act,
2013 and rules thereof; maintenance of cost records has
been mandatory for the Company and such accounts and
records relating to utilisation of materials, labour and other
items of cost have been prepared and maintained.

• Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013 have been
complied with.

• The Company has not accepted any public deposit pursuant
to provisions of the Companies Act, 2013 and rules thereof.

• There has been no change in the nature of business
of the Company.

• To the best of our knowledge, the Company has not received
any such order from regulators, courts or tribunals, which
may impact the going concern status or the operations of the
Company in future.

• Details of the unauthorised fund transfer from the Company
and an instance of fraud on the Company have been placed
before the Audit Committee and the Board of Directors
pursuant to provisions of Section 143(12) of the Companies
Act, 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 proceeding
has been pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

• There was no incidence of settlement in respect of any loan
availed from any bank or financial institution.

There is no material change or commitment occurring after the
end of the financial year, which may affect the financial position
of the Company.

Details of the remuneration received by the Managing
Director and the Executive Director from holding /
subsidiary company

Mr. R. V. Gumaste, Managing Director has received the
remuneration of H 240,000 as the sitting fees from erstwhile ISMT
Limited (‘subsidiary company') during the period from 1 April 2024
to 8 August 2024. He has not received any remuneration from
Kirloskar Industries Limited (‘holding company').

Mr. R. S. Srivatsan, Executive Director (Finance) and Chief
Financial Officer has been the Chief Financial Officer of erstwhile
ISMT Limited (‘subsidiary company') till 8 August 2024. He has
received the remuneration of H 319,355 from that company
during the period from 1 April 2024 to 8 August 2024. He has
not received any remuneration from Kirloskar Industries Limited
(‘holding company').

Mr. N. B. Ektare, Executive Director (Operations) was the Managing
Director of erstwhile ISMT Limited till 8 August 2024. He has
received the remuneration of H 5,843,712 from that company
during the period from 1 April 2024 to 8 August 2024. He has
not received any remuneration from Kirloskar Industries Limited
(‘holding company').

Subsidiary / associate / joint venture companies and
Consolidated financial statements

Consolidated Financial Statements of the Company and its
subsidiaries for the year ended 31 March 2025 form part of this
annual report. A statement containing salient features of the
financial statements of the subsidiaries / associate companies /
joint venture companies for the year ended 31 March 2025 has been
annexed to the Financial Statements of the Company in Form AOC-1.

Pursuant to the Scheme of Arrangement and Merger of ISMT
Limited with the Company and their respective shareholders
sanctioned by Honourable National Company Law Tribunal (NCLT),
Mumbai vide its Order dated 24 July 2024; ISMT Limited stands
merged into and with the Company and dissolved without being
wound up on and from the Effective Date of 8 August 2024. Upon
effectiveness of the Scheme, below mentioned subsidiaries of
ISMT 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 Company
Private Limited

• ISMT Enterprises SA, Luxembourg

• Structo Hydraulics AB, Sweden

• ISMT Europe AB, Sweden

Structo Hydraulics AB, Sweden and ISMT Europe AB, Sweden are
under the process of liquidation since the financial year 2023-2024.

Risk Management Framework

The Company has a Risk Management Committee consisting of
Mr. 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 Risk
Management Policy has been amended to include ESG related
risks, information and cyber security risks. The Board reviews
effectiveness of risk management activities on regular basis.

The process of risk management covers risk identification and
classification of risks, risk rating, risk mitigation and risk monitoring
and 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 Owners
to identify risks and facilitate development of risk mitigation plans.

Internal Financial Controls

The Company has deployed controls including defined code of
conduct, whistle blower policy, management review and MIS
mechanisms, internal audit mechanism. The process level controls
have been instituted through company policies and procedures
and continuous monitoring of efficiency in operations.

There is regular management oversight of the internal controls
environment at the Company. The Audit Committee alongwith the
Management oversees reports of the internal audit and reviews
implementation on a periodic basis.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has adopted the Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud, unethical behaviour,
mismanagement, leakage of Unpublished Price Sensitive
Information (UPSI), etc. The policy has provided a mechanism for
employees and other persons dealing with the Company to report
to the Chairman of the Audit Committee any such instance. There
was 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 Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has in place a Policy for Prevention of Sexual
Harassment at workplace. This would, inter alia, provide a
mechanism for the resolution, settlements or prosecution of acts
or instances of sexual harassment at workplace and to ensure

that all employees are treated with respect and dignity. There was
no complaint / case filed / pending with the Company during the
year under review.

The Company has 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.

Annual Returns filed with the Ministry of Corporate
Affairs (MCA)

Pursuant to provisions of Section 134 read with Section 92(3)
of the Companies Act, 2013; copies of annual returns filed with
the MCA are available at the website of the Company viz.
www.
kirloskarferrous.com
and the Annual Return for the financial year
2024-2025 will be uploaded on the website after filing with the MCA.

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

Details on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to provisions
of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 are annexed
herewith as Annexure A.

Corporate Social Responsibility (CSR)

The Company has always believed in working for the betterment
and upliftment of the society. Corporate Social Responsibility (CSR)
has been practiced over the years in the Company. Focus areas
under CSR include Education, Health and Hygiene, Environment
and Rural Development. The Company has been carrying out
various CSR activities directly or through implementing agencies.

Details about the composition of CSR Committee and the Report
on CSR activities for the financial year under review is annexed
herewith as Annexure B.

Information pursuant to Rule 5 of the Companies
(appointment and remuneration of managerial
personnel) Rules, 2014

Information relating to remuneration and other details as
required pursuant to Rule 5 of the Companies (appointment and
remuneration of managerial personnel) Rules, 2014 is annexed
herewith as Annexure C.

Employee Stock Options Schemes (ESOS)

The Company views employee stock options as an instrument that
would enable the employees to share the value they create for the
Company and align individual objectives of the employees with the
objectives of the Company.

The Company has two employee stock option schemes, viz. KFIL
Employee Stock Option Scheme 2017 (‘KFIL ESOS 2017') and
KFIL Employee Stock Option Scheme 2021 (‘KFIL ESOS 2021') in
order to motivate, incentivize and reward employees. The Board of
Directors and the Nomination and Remuneration Committee of the
Company are authorised to administer both schemes.

During the financial year, the Nomination and Remuneration
Committee at its meeting held on 9 August 2024 has granted
240,000 stock options pursuant to ‘KFIL ESOS 2021'.

Pursuant to Regulation 13 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; certificates from
the secretarial auditor that the schemes have been implemented
in accordance with these regulations and in accordance with the
resolutions passed by the Members of the Company in the general
meetings would be placed before the Members at the ensuing
annual general meeting.

Disclosures on schemes, details of options granted, shares
allotted upon exercise are annexed herewith as Annexure D
and are also available on the website of the Company at
www.
kirloskarferrous.com

No employee has been granted stock options equal to or exceeding
one 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 Chartered
Accountants of India (“ICAI”); the Company has computed the cost
of equity-settled transactions by using the fair value of the options
at the date of the grant and recognized the same as employee
compensation cost over the vesting period.

Auditors

a) Statutory Auditors

The Members of the Company at their annual general meeting
held on 27 July 2021 have reappointed M/s. Kirtane & Pandit
LLP, Chartered Accountants as the Statutory Auditor of the
Company to hold office for another term from the conclusion
of 30th Annual General Meeting till the conclusion of 35th
Annual General Meeting of the Members of the Company.
A certificate has been received from them confirming that
requirements prescribed under provisions of Section 141 of
the Companies Act, 2013 have been fulfilled.

The Members of the Company at their annual general
meeting held on 24 September 2024 have appointed M/s. P
G BHAGWAT LLP, Chartered Accountants as the Statutory
Auditor of the Company to hold office for a term from
conclusion of 33rd Annual General Meeting till conclusion of
38th Annual General Meeting to conduct the audit of books
of account of the Company for the financial years ending 31
March 2025 and 31 March 2026 jointly with M/s. ‘Kirtane
& Pandit LLP, Chartered Accountants', present statutory
auditor. A certificate has been received from them confirming
that requirements prescribed under provisions of Section 141
of the Companies Act, 2013 have been fulfilled.

The reports given by the statutory auditors on the standalone
and consolidated financial statements of the Company
for the financial year ended 31 March 2025 form part of
this Annual report. There is no qualification / reservation
/ adverse remark in the reports on the audit of standalone
and consolidated financial statements given by the
statutory auditors. However, few observations relating to the

Companies (Auditor's Report) Order, 2020 have been stated
in 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, Practicing
Company Secretary has been appointed to conduct the
Secretarial Audit of the Company for the financial year
2024-2025. The Secretarial Audit Report issued by him is
annexed 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 dated
8 February 2019 and the Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/0155 dated 11 November 2024 issued by the
SEBI, Mr. Mahesh J. Risbud, Practicing Company Secretary
has also issued the Secretarial Compliance Report for the
financial year 2024-2025.

Pursuant to the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act, 2013
and rules thereof, as amended and subject to the approval of
the Members of the Company at the ensuing annual general
meeting; ‘M. J. Risbud And Co', Company Secretaries has
been appointed as the Secretarial Auditor of the Company to
hold office for a term from conclusion of 34th Annual General
Meeting till conclusion of 39th Annual General Meeting of
the Members of the Company and to provide the secretarial
audit report from the financial year ending 31 March 2026
to the financial year ending 31 March 2030. The Board has
sought the approval of the Members of the Company for their
appointment as the Secretarial Auditor at the ensuing annual
general 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 the
Cost Auditor to conduct the audit of cost accounting records
for the financial year 2025-2026.

Report on Management Discussion and Analysis

Pursuant to provisions of Regulation 34(3) of the SEBI (LODR)
Regulations, 2015; the Report on Management Discussion and
Analysis forms part of this Annual Report.

Report on Corporate Governance

The Company conforms to norms of the corporate governance
as envisaged in the Listing Agreement executed with the
stock exchange. Pursuant to provisions of Regulation 34(3) of
the SEBI (LODR) Regulations, 2015; the Report on Corporate
Governance forms part of this Annual Report. A certificate from
the secretarial auditor regarding compliance with conditions of
corporate governance as required pursuant to provisions of the
SEBI (LODR) Regulations, 2015 has been annexed to the Report on
Corporate Governance.

Business Responsibility and Sustainability Report

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.

Directors' Responsibility Statement

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 applicable
accounting standards have been followed and there were no
material departures;

• accounting policies as mentioned in the Notes forming part
of the Financial Statements have been selected and applied
consistently. Further, judgments and estimates made are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31 March 2025 and
of the profit of the Company for the year ended on that date;

• proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

• the annual financial statements have been prepared on a
going concern basis;

• proper internal financial controls were laid down and such
internal financial controls were adequate and were operating
effectively and

• proper systems were in place to ensure compliance with
the provisions of all applicable laws and such systems were
adequate and operating effectively.

Cautionary Statement

Statements in this report, particularly those which relate to the
Management Discussion and Analysis, describing the Company's
objectives, projections, estimates and expectations may constitute
‘forward looking statements' within the meaning of applicable laws
and regulations. Actual results may differ materially from those
either expressed or implied.

Appreciation

The Board wishes to place on record its appreciation towards the
contribution of all employees of the Company and its gratitude to
the Company's valued customers, bankers, vendors and members
for their continued support and confidence in the Company.

For and on behalf of the Board of Directors of
Kirloskar Ferrous Industries Limited

Rahul Kirloskar

Date : 9 May 2025 Chairman

Place : Pune (DIN : 00007319)

 
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