To
The Members,
KAYNES TECHNOLOGY INDIA LIMITED
Your Directors take immense pleasure in presenting the Seventeenth (17th)
Annual Report of your Company, along with the Audited Standalone & Consolidated
Financial Statements for the year ended 31 March, 2025 and Auditor's Report for the
Financial Year ended 31 March, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS
All amounts are in Mn, (except per equity share data)
Particulars |
Standalone |
Consolidated |
|
For the
Financial Year ended |
For the
Financial Year ended |
|
31 March, 2025 |
31 March, 2024 |
31 March, 2025 |
31 March, 2024 |
Revenue from Operations |
19,154.43 |
12,739.39 |
27,217.52 |
18,046.19 |
Other Income |
1,365.22 |
641.93 |
1,069.63 |
559.16 |
Total Income |
20,519.65 |
13,381.32 |
28,287.15 |
18,605.35 |
Total Expenses excluding Depreciation |
17,498.39 |
11,560.91 |
24,123.51 |
16,038.25 |
Depreciation and Amortisation Expenses |
267.78 |
214.41 |
447.40 |
251.41 |
Profit/(Loss) before exceptional Items and
tax |
2,753.48 |
1,606.00 |
3,716.24 |
2,315.69 |
Exceptional Items |
- |
- |
- |
- |
Profit/(Loss)before Tax |
2,753.48 |
1,606.00 |
3,716.24 |
2,315.69 |
Provision for Tax |
649.46 |
340 |
741.11 |
458.39 |
Deferred Tax charge/(credit) |
4.97 |
5.02 |
40.80 |
24.41 |
Profit/(Loss) for the year |
2,099.05 |
1,260.98 |
2,934.33 |
1,832.89 |
Other Comprehensive Income net of tax |
6.78 |
3 |
9.78 |
5.62 |
Total Comprehensive Income/(Expense) for
the year |
2,105.83 |
1,263.98 |
2,944.11 |
1,838.51 |
(Less) Share of Profit / (loss) of minority
interest |
- |
- |
2.47 |
2.72 |
Total Comprehensive Income/(Expense) for the
year, Net of Tax |
2,105.83 |
1,263.98 |
2,941.64 |
1,835.79 |
Earnings per ShareBasic in |
32.81 |
21.1 |
45.82 |
30.63 |
Earnings per ShareDiluted in |
32.51 |
20.83 |
45.40 |
30.24 |
The above figures are extracted from the audited Standalone and
Consolidated Financial Statement of the Company as per the Indian Accounting Standards
(Ind AS).
2. STATE OF COMPANY'S AFFAIRS AND BUSINESS PROSPECTS
Revenue summary
Your Board is pleased to report significantly enhanced levels of
business and profitability during the year under consideration. This was made possible due
to concentrated efforts in various spheres from Business Development to Supply Chain to
Operations and all the enabling functions.
Your Company achieved a total Revenue of
20,519.65 Mn during the Financial Year ended
31 March, 2025 as against 13,381.32 Mn in the Immediate previous
financial year. Your Company has earned a Net Profit (after considering the depreciation
and tax) of 2,105.83 Mn in the current year as against
1,263.98 Mn in the Immediate previous financial year.
Basic EPS for the reporting year is 32.81 as against
21.10 Immediate previous financial year.
Profitability summary
EBITDA growth over 0.48x and margins improved by 4299 bps with strong
operational performance.
PAT growth over 0.67x and margins improved by 7145 bps with improvement
in debt matrix and better fixed asset turnover ratio.
3. CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no changes in the nature of
business of the Company.
4. DIVIDEND
The Board of Directors of your Company had approved and adopted the
Dividend Distribution Policy containing all the necessary details as required by the
Companies Act, 2013 (the "Act") and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations"). The Dividend, if any shall be payable in accordance with the Dividend
Distribution Policy, which is available on the website of your Company.
https://www.kaynestechnology.co.in/ doc/Codes-and-Policies/Kaynes%20Technology_
Dividend%20distribution%20policy.pdf Considering the growth and investment prospects of
your Company, the Board of Directors have not recommended any dividend for the Financial
Year ended 31 March, 2025.
5. AMOUNTS TRANSFERRED TO RESERVES
The Company has not proposed to transfer any amount to the General
Reserve for the Financial Year ended 31 March, 2025.
6. ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return i.e., Form
MGT-7 of the Company for the FY 2024-25 is available on the website of the Company at
https://
www.kaynestechnology.co.in/doc/Regulation-46-of-sebi-lodr-regulation/Annual%20Return%202024-25.
pdf
7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Your Company has an appropriate mix of Executive, Non-Executive and
Independent Directors to maintain the independence of the Board and separate its functions
of governance and management. The composition of the Board of Directors, Key Managerial
Personnel and changes in the composition of the Board of Directors and Key Managerial
Personnel as on 31 March, 2025 is exhibited below:
Sl. No. Name |
Designation |
Date of Appointment |
1. Mrs. Savitha Ramesh |
Executive Chairperson & Whole Time
Director |
28 March, 2008 |
2. Mr. Ramesh Kunhikannan |
Managing Director |
28 March, 2008 |
3. Mr. Jairam Paravastu Sampath |
Whole Time Director & Chief Financial
Officer |
10 March, 2018 |
4. Mr. Seeplaputhur Ganapathiramaswamy Murali |
Independent Director |
21 February, 2022 |
5. Mr. Anup Kumar Bhat |
Independent Director |
12 January, 2022 |
6. Mr. Alexander Koshy |
Independent Director |
21 February, 2022 |
7. Mr. Heinz Franz Moitzi |
Independent Director |
16 June, 2023 |
8. Ms. Poornima Ranganath |
Independent Director |
31 March, 2022 |
9. Mr. Rajesh Sharma |
Chief Executive Officer |
20 December, 2021 |
10. Mr. Anuj Mehtha* |
Company Secretary & Compliance Officer |
27 January, 2025 |
Note:- *Mr. Anuj Mehtha was appointed as a Company Secretary
and Compliance Officer of the Company with effect from 27 January, 2025
Appointment and Re-appointment:
The following Appointments and Re-appointments were made during the
Financial Year up to the date of this report:
Retire by Rotation
In terms of the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Ramesh Kunhikannan (DIN: 02063167), Managing Director,
retires at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The details of Mr. Ramesh Kunhikannan are provided in the Notice of the
Annual General Meeting. The Board of Directors recommends his re-appointment.
All the Directors of the Company in compliance with the Section 164 of
the Companies Act, 2013.
Y our Company Board consists of 8 (Eight) Members, which include 3
(Three) Executive Directors, 5 (Five) Independent Directors including 1 (One) Woman
Independent Director as on the date of this Report. The Board periodically evaluates the
need for change in its composition and size.
The Independent Directors of the Company have maintained highest
standards of integrity in their dealings with Company. They also possess the requisite
expertise and experience (including Proficiency) necessary for acting as Independent
Directors of the Company. Annual Declarations received from the Independent Directors for
the Financial Year 2024-25 contain affirmations regarding registrations in the data bank.
The Company has 5 (Five) Key Managerial Persons (KMPs) including
Executive Directors, Mrs. Savitha Ramesh, Executive Chairperson and Whole-time Director,
Mr. Ramesh Kunhikannan, Managing Director, Mr. Jairam P Sampath, Whole-time Director and
Chief Financial Officer, Mr. Rajesh Sharma, Chief Executive Officer and Mr. Anuj Mehtha,
Company Secretary & Compliance Officer of the Company.
Cha nges in Key Managerial Personnel:
Mr . S M Adithya Jain resigned as Company Secretary & Compliance
Officer of the Company w.e.f closing of business hours on 30 November, 2024. The Board has
placed on record its deep appreciation for the contribution made by Mr. S M Adithya Jain
during his tenure as Company Secretary & Compliance Officer of the Company.
Bas ed on the recommendation of Nomination & Remuneration
Committee, the Board of Directors at its Meeting held 27 January, 2025 appointed Mr. Anuj
Mehtha as Company Secretary & Compliance Officer w.e.f. 27 January, 2025.
List of Senior Management of the Company:
Definition of Senior Management as per SEBI (Listing Obligations and
Disclosure Requirement) 2015
"Senior Management" to include the officers and personnel of
the listed entity who are members of its core management team, excluding the Board of
Directors, and all the members of the management one level below the Chief Executive
Officer or Managing Director or Whole Time Director or Manager (including Chief Executive
Officer and Manager, in case they are not part of the Board of Directors). The new
definition also covers all the functional heads, by whatever name called and the Company
Secretary and the Chief Financial Officer.
List of Senior Management as on 31 March, 2025
Sl. No Name |
Designation |
1 Mr. Jairam P Sampath |
Whole-Time Director and Chief Financial
Officer |
2 Mr. Rajesh Sharma |
Chief Executive Officer |
3 Mr. Sajan Anandaraman |
Head-Commercial and Corporate Affairs |
4 Mrs. Premita Govind |
Head Human Resources |
5 Mr. Govind S Menokee |
Head Information Technology |
6 Mr. Col. Sharath Kumar Bhat |
Senior Vice President International
Business |
7 Mr. Col. Dilip Nambiar |
President Operations |
8 Mr. Vishwanathan K |
President Materials |
9 Mr. Gaurav Mehta |
President Business Development (Non-
Automotive) |
10 Mr. Abdul Nazar |
President Business Development |
11 Mr. Anuj Mehtha |
Company Secretary and Compliance Officer |
Note: 1. Mr . R Balasubramanian Deputy CFO resigned
from his office with effective from 30 January, 2025.
2. Mr. SM Adithya Jain - Company Secretary and Compliance
Officer of the Company resigned from the office with effective from 30 November, 2024.
Dec laration by Independent Directors:
Declarations under Section 149(7) of the Companies Act, 2013 have been
received from all the Independent Directors of the Company confirming that they meet the
criteria of independence as provided in SubSection 6 of Section 149 of the said Act and as
per the Listing Regulations.
The Board has evaluated the Independent Directors and confirms that Mr.
Seeplaputhur Ganapathiramaswamy Murali, Mr. Anup Kumar Bhat, Mr. Heinz Franz Moitzi, Mr.
Alexander Koshy and Ms. Poornima Ranganath have fulfilled the independence criteria
as specified in the Listing Regulations and their independence from the management.
Details on terms of appointment of Independent Directors and the
familiarisation program have been displayed on website of the Company at https://
www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20Technology_Familiarization%20
programme.pdf
8. BOARD MEETINGS
The Board of Directors of the Company met 8 (Eight) times during the
year under review. The details of these Board Meetings are provided in the Report on
Corporate Governance section forming part of the Annual Report. The necessary quorum was
present for all the meetings.
The maximum gap between any two meetings was within the stipulated time
period as prescribed under the Companies Act, 2013 and the Listing Regulations. The
details of the Meetings of the Board and its Committees are exhibited in the Corporate
Governance Report which forms an integral part of the Annual Report.
Separate meeting of the Independent Directors
In terms of requirements under Schedule IV of the Act and Regulation
25(3) of the Listing Regulations, 1 (One) separate meeting of the Independent Directors
was held during Financial Year 2024-25. Further details are mentioned in the Corporate
Governance Report.
9. COMMITTEES OF THE BOARD
During the FY 2024-25, your Board has 7 Committees i.e.,
1. Audit Committee,
2. Nomination & Remuneration Committee,
3. Corporate Social Responsibility Committee,
4. Stakeholders' Relationship Committee,
5. Risk Management Committee,
6. Borrowings & Investment Committee and
7. Fund-Raising Committee*.
The composition of the Committees, Roles and Responsibilities and
Meetings held, as per the applicable provisions of the Act, Rules and the Listing
Regulations are given separately in Corporate Governance Report which forms an integral
part of the Annual Report.
*Note: The Committee was formed pursuant to the Board approval
in the meeting of the Board held on 22 January, 2025.
10. CORPORATE GOVERNANCE
Your Company has been following and adhering to the best Corporate
Governance practices to ensure value system of integrity, fairness, transparency,
accountability and adoption of the highest standards of business ethics will reap benefits
to all the stakeholders. The Corporate Governance Report in terms of Regulation 34 of the
Listing Regulations has been disclosed separately and forms part of the Annual Report.
The Compliance Certificate issued by Mrs. Kalaivani S, Practising
Company Secretary, on compliance with conditions of Corporate Governance as stipulated in
the Listing Regulations and Corporate Governance Report is annexed to this report as Annexure
1.
11. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
The Management Discussion and Analysis Report as required under
Schedule V of the Listing Regulations, which forms part of the Annual Report.
12. PERFORMANCE EVALUATION OF THE BOARD AND BOARD DIVERSITY
The performance evaluation of the Board and its Committees is
applicable to the Company from FY 2024-25 pursuant to listing of the shares of the Company
on the Stock Exchanges.
Your Board has in place a formal mechanism for evaluating its
performance as well as that of its Committees and individual Directors, including the
Chairperson of the Board. The evaluation was carried out through a structured
questionnaire covering various aspects of the functioning of Board and its Committees. The
detailed process in which annual evaluation of the performance of the Board and its
Committees, Chairperson and individual Directors including Independent Directors is
disclosed in the Corporate Governance Report which forms an integral part of the Annual
Report.
Further, the Independent Directors, at their exclusive Meeting held on
08 March, 2025 reviewed the performance of the Board, its Chairperson and Non-Independent
Directors and other items as stipulated under the Companies Act, 2013 and the Listing
Regulations.
A diverse Board enables efficient functioning through its access to
Broad perspectives and diverse thought processes underpinned by a range of scientific,
industrial and management expertise, gender, knowledge and geographical origins. The Board
recognises the importance of diverse composition and has adopted a Board Diversity Policy,
which sets out the approach to diversity. The Board diversity policy of the Company is
available on the website of the Company at https://www.kaynestechnology.co.in/
doc/Codes-and-Policies/Kaynes%20Technology_ Board%20diversity%20policy.pdf
13. DIREC TORS' RESPONSIBILITY STATEMENT
T o the best of Board's knowledge and belief according to the
information and explanations obtained by the Board of Directors, Your Directors make the
following statements in terms of Sections 134(3)(c) & 134(5) of the Companies Act,
2013: a) In the preparation of the annual accounts FY 2024-25, the applicable Indian
Accounting Standards (Ind AS) have been followed along with proper explanation relating to
material departures, b) The Directors have selected such 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 as on 31 March, 2025 and
of the Profit and Loss of the Company for that period. c) The Directors have taken proper
and care 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. d) The Directors have prepared
the annual on a going concern basis. e) The Directors have laid down internal controls to
be followed by the Company and that such internal financial controls are adequate and are
operating effectively. f) The Directors have devised proper systems ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION
Y our Company has adopted Nomination Remuneration Policy for the
purpose of Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes and independence of a Director, in accordance with
Section 178(3) of the Companies Act, 2013 and the rules made thereunder. The copy of said
Policy is available on the website of the Company at https://
www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20Technology_NRC%20policy.pdf
15. DISCL OSURE UNDER RULE 5 OF THE
(APPOINTMENT AND REMUNERATION) RULES, 2014
Dis closures required under Section 197 of Companies Act, 2013 read
with rule 5 of the
Companies (Appointment & Remuneration) Rules, 2014 have been
annexed as Annexure-2.
P articulars of Employees' Remuneration, as required under Section
197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial for Personnel) Rules, 2014, forms part of this
Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report, excluding the said information, is being sent to the shareholders of the
Company and others entitled thereto. The information is available for inspection at the
registered office of the Company during working hours up to the date of the ensuing AGM.
Any shareholder interested in obtaining such information may write to the Company at
kaynestechcs@kaynestechnology.net in this regard
16. L OANS, GUARANTEES AND INVESTMENTS
P articulars of Loans granted, Guarantees given Investments made by the
Company pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder
are provided in financial statements which forms a part of the Annual Report.
17. CON TRACTS OR ARRANGEMENTS WITH
PARTIES
All contracts/arrangements/transactions by the Company during FY
2024-25 with its related parties were in the ordinary course of business and on Arm's
length basis. All Related Party Transactions to (RPTs) were placed before the Audit
Committee for its approval.
During FY 2024-25, your Company had not entered into any materially
significant transaction which requires the approval of Shareholders under Regulation 23 of
the Listing Regulations or Section 188 of the Act. The disclosures on Related Party
Transactions under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is enclosed to this report as Annexure-3.
The details of Related Party Transactions are also furnished in Notes to Financial
Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.
The Policy on RPTs as approved by the Board available on the
Company's website at https://
www.kaynestechnology.co.in/doc/Codes-and-Policies/Policy%20on%20Related%20Party%20
Transaction%2029.03.2025.pdf
the
18. SHARE CAPITAL
1. Changes In Share Capital:
A. Capital Structure as on 31 March, 2025:
Particulars |
Authorised Share Capital |
Issued, Subscribed, Paid-up Capital |
Number of Equity Shares |
70,000,000 |
64,084,305 |
Nominal Amount per Equity Share () |
10 |
10 |
Total Amount of Equity Shares () |
700,000,000 |
640,843,050 |
Number of Preference Shares |
2,000,000 |
|
Nominal Value per Preference Share () |
10 |
10 |
Total Amount of Preference Shares () |
20,000,000 |
|
Total Capital () |
720,000,000 |
640,843,050 |
During the year under review, the Paid-up Share Capital of the Company
was increased from 639,180,730 to
640,843,050.
The Company issued and allotted 166,232 equity shares of 10 each at a
premium of 128 per share through ESOP allotment during the year.
B. Details of Buy Back of Securities:
The Company has not bought back any of its securities during the
year under review.
C. Details of issue of Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the year
under review.
D. Details of issue of Bonus Shares:
The Company has not issued any Bonus Shares were issued during the year
under review.
E. Details of Issue of Equity Shares with Differential Rights:
The Company has not issued any Equity Shares with differential rights
during the year under review.
F. Disclosure in respect of voting rights not exercised directly by the
employees in respect of shares to which the scheme relates
There are no such cases arisen during the year under review.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company being one of top 1000 listed entities based on Market
Capitalisation, is required to include Business Responsibility and Sustainability Report
in the Annual Report describing the initiatives taken by the Company from environmental,
social and governance perspective. The Business Responsibility and Sustainability Report
which is part of the Annual Report.
20. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), the amount in Unpaid Dividend Account, the application
money received for allotment of any securities and due for refund, principal amount of
matured deposits and debentures and interest accrued thereon, redemption amount of
preference shares, etc. remaining unclaimed and unpaid for a period of 7 (Seven) years
from the date it became due for payment by the Company shall be transferred to the
Investor Education and Protection Fund established by the Central Government. In addition
to that, the Shares on which Dividend has not been paid or claimed by the Shareholders for
7 (Seven) consecutive years or more shall be transferred by the Company to IEPF, pursuant
to Section 124(6) of the Act and the rules made thereunder.
During the FY 2024-25, there were no amounts which were required to be
transferred to the IEPF by the Company.
21. EMPLOYEE STOCK OPTION SCHEME
Your Company has an Employee Stock Option Scheme under KAYNES
ESOP SCHEME 2022', and "KAYNES ESOP SCHEME 2023" (the Schemes) which is
administered by the Nomination & Remuneration Committee for the benefit of employees.
The Compliance Certificate from the Secretarial Auditor of the Company
stating that the Schemes have been implemented in accordance with SEBI (Share Based
Employees Benefits and Sweat Equity) Regulations, 2021 is annexed to this report.
The disclosures as required under SEBI (Share Based Employees Benefits
and Sweat Equity) Regulations, 2021 forms part of this report.
The Company has not yet implemented the "KAYNES ESOP SCHEME
2023" which has been approved by the shareholders of the Company at the Annual
General Meeting held on 09 September, 2024.
Pursuant to Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014, the applicable disclosures as on 31 March, 2025 are as follows:
Details of ESOP
(i) Summary of the Existing ESOP Plans
Sl. No. Particulars |
KAYNES ESOP SCHEME 2022 |
KAYNES ESOP SCHEME 2023 |
1 Date of Shareholder's Approval |
12 January, 2022 |
09 September, 2024 |
2 Date of last Modification |
14 October, 2022 |
NA |
3 Ratification of ESOP Scheme |
15 September, 2023 |
NA |
4 Total number of Options |
923,160 |
581,337 |
approved |
|
|
5 Exercise Price Per Option |
138/- |
Price at a discount of 25%, prior to the
date |
|
|
of the meeting of the NRC option granted, |
6 Pricing Policy |
138/- |
The options will be granted at a price |
|
|
equal to the latest available closing price |
|
|
at a discount of 25%, prior to the date of |
|
|
the meeting of the NRC, in which options |
|
|
are granted / shares are issued, on the |
|
|
National Stock Exchange on which the |
|
|
shares of the Company are listed. |
7 Vesting Period |
4 years |
1 to 5 years |
8 Exercise Period |
Within 2 years from the date |
1 to 5 years |
|
of vesting |
|
9 Variation in terms of Options |
None |
None |
(ii) Movement of Options during FY 202425
Particulars |
ESOP Plan 2022 |
ESOP Plan 2023 |
Number of Options outstanding as on 01 April,
2024 |
811,615 |
- |
Options granted during the year |
- |
- |
Options forfeited/lapsed during the year |
24,681 |
- |
Options vested during the year |
786,934 |
- |
Options exercised during the year |
166,232 |
- |
Number of shares arising as a result of
exercise |
166,232 |
- |
Money realised from exercise of options |
22,940,016 |
- |
Number of options outstanding as on 31 March,
2025 |
620,702 |
- |
Number of options exercisable as on 31 March,
2025 |
620,702 |
- |
(iii) Employee-Wise Details of Options Granted in FY 202425
Particulars |
ESOP Plan 2022 |
ESOP Plan 2023 |
|
Number of Options Granted
Exercise Price Per |
Not Applicable since |
|
(including Re-issue) |
Option () |
not yet Implemented |
Key Managerial Personnel (MD,
CEO, CFO, CS) |
|
|
Jairam P Sampath (WTD & CFO) |
Nil |
Nil |
|
Rajesh Sharma (CEO) |
Nil |
Nil |
|
S M Adithya Jain (CS)* |
Nil |
Nil |
|
Anuj Mehtha (CS)** |
Nil |
Nil |
|
Any other employee receiving 5% or more |
Nil |
Nil |
|
of the total options granted during the year |
|
|
|
Employees receiving options equal to or |
Nil |
Nil |
|
more than 1% of the issued capital at the |
|
|
|
grant time |
|
|
|
Note: * Company secretary and Compliance Officer of the Company
resigned from the office with effective from 30 November, 2024. **Mr. Anuj Mehtha
was appointed as a Company Secretary and Compliance Officer of the Company with effect
from 27 January, 2025.
22. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
Energy conservation remains a strategic priority within our
manufacturing operations. Through continuous improvement programs, your Company optimised
processes, leading to reductions in the specific consumption of fuel, power, and water.
Companies benchmarking practice for improve the consumption of the energy against industry
best practices and establishing consumption baselines have enabled us to identify areas
for improvement and set informed, achievable targets.
Sustainability is deeply embedded in our business policy, reflecting
our commitment to pursuing industrial development in harmony with the environment. Our
long-term sustainability strategy ensures that our products, packaging, and business
operations are safe for employees, consumers, stakeholders, and the environment. We focus
on adopting technologies and processes that have a positive environmental impact.
As a manufacturer of electrical products, we recognise our
responsibility toward energy conservation. This responsibility is evident in our product
development efforts and ongoing process upgrades. Our management and teams are dedicated
to minimising energy consumption, implementing several energy-saving projects, and
consistently identifying potential areas for further energy savings.
B. Technology absorption:
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The Company's operations
require significant import of technology.
C. Foreign Exchange Earnings and Outgo:
Particulars |
As on |
|
31 March, 2025 |
Total Foreign Exchange Used |
8,431.95 Mn |
(Cash basis) |
|
Total Foreign Exchange |
1,560.44 Mn |
Earned (Accrual Basis) |
|
23. A STATEMENT ON THE DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY
In today's economic environment, Risk Management is a very
important part of business. The main aim of risk management is to identify, monitor and
take precautionary measures in respect of the events that may pose risks for the business.
Your Company ensures that all the risks are timely defined and mitigated in accordance
with the Risk Management Process.
24. CORPORATE SOCIAL RESPONSIBILITY(CSR)
In line with Section 135 read with Schedule VII of the Companies Act,
2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee and
adopted a CSR Policy. The annual report on CSR activities for the Financial Year ended 31
March, 2025 is attached hereto and is marked as Annexure - 4. The details of the
CSR policy of the Company available at the website of the Company at https://www.
kaynestechnology.co.in/doc/Codes-and-Policies/ Kaynes%20Technology_CSR%20policy.pdf
25. INTERNAL FINANCIAL CONTROL
Your Company has an Internal Financial Control System, commensurate
with the size, scale and complexity of its operations. Internal Controls in the Company
have been designed and Continually improved to further the interest of all its
stakeholders by providing an environment which is facilitative to conduct its operations
and to take care of, inter alia, financial and operational risks with emphasis on
integrity and ethics as a part of work culture.
The scope and authority of the Internal Audit (IA) is defined by the
Audit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy of
internal financial control system in the Company and its compliance with accounting
procedures, financial reporting and policies at all locations of the Company. Based on the
report of internal audit, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Any significant audit observations and
corrective actions thereon are presented to the Audit Committee and the Board. No major
internal control weakness was identified during the year. The Company also has a
well-functioning Whistle Blower Policy in place.
Your Company has laid down set of standards, process and structures
which enables to implement internal financial control across the organisation and ensure
that the same are adequate and operating effectively.
26. PROHIBITION OF INSIDER TRADING
In compliance with SEBI (Prohibition of Insider Trading) Regulation
2015, the Company has adopted a Code of Conduct for Prevention of Insider
Trading' in line with the provisions of the Regulation. The said Code is available on
the Company's website at https://www. kaynestechnology.co.in/doc/Codes-and-Policies/
Kaynes%20Technology_Code%20of%20conduct%20 for%20Prevention%20of%20Insider%20Trading.pdf
27. VIGILANCE MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Company has
established a Whistle Blower Policy for Directors and Employees to report any unethical
conduct, misuse of unpublished price sensitive information, actual or suspected fraud or
violation of Company's Code of Conduct. The detailed Policy is available on the
website of the Company at
https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20Technology_Whistle%20blower%20and%20
vigil%20mechanism%20policy%2010.5.2025.pdf
28. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES AS REQUIRED UNDER
THE PROVISIONS OF SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE AS FOLLOWS
A. Employees who were employed throughout the year and were in receipt
of remuneration in aggregate of not less than 10,200,000/- for 12 Months:
Sl. Name |
Designation |
Qualification |
Age |
Experience |
Date of |
Remunera- |
Last Employment |
No |
|
|
(Years) |
(Years) |
Commence- ment of
Employment |
tion received in (
in Mn) |
Employer Name |
Post Held |
1 Ramesh Kunhikannan |
Managing |
Bachelor's degree |
61 |
37 |
28 |
18.0 |
NA |
NA |
|
Director |
in Electrical |
|
|
March, 2008 |
|
|
|
|
|
Engineering |
|
|
|
|
|
|
2 Savitha Ramesh |
Chairperson |
Bachelor's degree |
53 |
29 |
28 |
18.0 |
NA |
NA |
|
& Whole |
in Commerce |
|
|
March, 2008 |
|
|
|
|
Time Director |
|
|
|
|
|
|
|
3 Rajesh Sharma |
CEO |
Chartered |
50 |
30 |
20 |
14.5 |
Syngene |
Vice |
|
|
Accountant |
|
|
December, |
|
International |
President |
|
|
|
|
|
2021 |
|
Limited |
|
B. Employees who were employed for part of the year and were in receipt
of remuneration in aggregate of not less than 850,000/-per month.
Sl. Name |
Designation |
Qualification |
Age |
Experience |
Date of |
Remunera- |
Last Employment |
No |
|
|
(Years) |
(Years) |
Commence- ment of
Employment |
tion received in (
in Mn) |
Employer Name |
Post Held |
|
|
|
NIL |
|
|
|
|
|
C. Remuneration received by Managing Director /Whole Time Director from
Holding or Subsidiary Company :
During the year under review, Managing Director /Whole Time Director
have not received any Remuneration or Commission from Subsidiaries of the Company.
Further, the Company is not subsidiary to any other Company.
D. Affirmation that the payment of remuneration is as per the
Remuneration Policy of the Company :
Your Board hereby affirms that the payment of remuneration is as per
the Remuneration Policy of the Company.
29. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES AND JOINT VENTURES
1 Kemsys Technologies Private Limited |
Subsidiary |
100.00% |
2 Kaynes Electronics Manufacturing Private
Limited |
Subsidiary |
100.00% |
3 Kaynes Embedded Systems Private Limited |
Subsidiary |
60.00% |
4 Kaynes Technology Europe GmbH |
Subsidiary |
60.00% |
5 Kaynes International Design &
Manufacturing Private Limited |
Subsidiary |
95.21% |
6 Kaynes Semicon Private Limited |
Subsidiary |
100.00% |
7 Kaynes Circuits India Private Limited |
Subsidiary |
100.00% |
8 Kaynes Mechatronics Private Limited |
Subsidiary |
100.00% |
9 Digicom Electronics INC |
Subsidiary |
100.00% |
Sl. No. Name of Company |
Nature |
Holding Percentage |
10 ESSNKAY Electronics LLC |
Subsidiary |
100.00% |
11 Kaynes Holding Pte. Limited |
Subsidiary |
100.00% |
12 Iskraemeco India Private Limited |
Subsidiary |
100.00% |
Statement relating to Subsidiary Companies in Form AOC-1
is part of this report as Annexure - 5.
30. AUDITORS AND AUDITOR'S REPORT
A. Statutory Auditors
In terms of the requirement of the Companies Act, 2013, M/s K P Rao
& Co, Chartered Accountants, having the Institute of Chartered Accountants of India,
Firm Registration No.003135S, were appointed as Statutory Auditors of the Company for a
term of Five (5) years, to hold office from the conclusion of Thirteenth (13th)
Annual General Meeting until the conclusion of Eighteenth (18th) Annual General
Meeting. Ratification of Auditors in every General Meeting is not required as first
proviso to Section 139 has been deleted pursuant to notification dated 07 May, 2018. The
Auditors' Report read together with Annexure referred to in the Auditors' Report
for the Financial Year ended 31 March, 2025 do not contain any qualification, reservation,
adverse remark or disclaimers. The Auditor's Report is enclosed with the Financial
Statements and forms part of the Annual Report. During the year under review, the
Statutory Auditors have not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section134(3) (ca) of the Act.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of your Company at its meeting held on 16 May, 2024 had appointed Mrs. Kalaivani S,
Practising Company Secretary (CP No.: 22158), to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed herewith
as Annexure-6. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
Pursuant to the provision of Section 204(1) of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other
applicable provisions of the Companies Act, 2013 and Regulation 24A of the Listing
Regulations, the Board appointed Mr. Vijayakrishna KT, Practising Company Secretary (CP
No.: 980) as the
Secretarial Audit of the Company for a period of Five (5) consecutive
years from the Financial Year 2025-26 to 2029-30 and recommended to the shareholders for
their approval at the ensuing Annual General Meeting.
A brief profile and other relevant details of Mr. Vijayakrishna KT,
Company Secretary are provided in the Notice convening the ensuing AGM.
Mr. Vijayakrishna KT, Company Secretary have consented to act as the
Secretarial Auditor of the Company and confirmed that his appointment, if approved, would
be within the limits prescribed under the Companies Act, 2013 and the Listing Regulations.
C. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
M/s. Brahmayya & Co., Chartered Accountants, Bengaluru, Firm Registration No. 000515S,
were appointed as the Internal Auditors of the Company to undertake the Internal Audit of
the Company for the Financial Year 2024-25. During the year under review, the Internal
Auditors have not reported any matter under Section 143 (12) of the Act, therefore no
detail is required to be disclosed under Section134(3) (ca) of the Act.
D. Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, the Board of Directors of your Company at its
meeting held on 16 May, 2024 had appointed M/s GA and Associates, Cost Accountants, Mysuru
(Firm Registration Number: 000409) as the Cost Auditors of the Company to undertake the
Cost Audit of the Company for the Financial Year 2024-25.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place the Policy on Prevention of Sexual Harassment
at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013. The Policy is available on the website of the Company at
https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Project%20catalyst_Policy%20on%20prevention%20of%20sexual%20harrasment%20at%20workplace.pdf
An Internal Complaints Committee has been setup to redress complaints received regarding
sexual harassment. The following is the summary of sexual harassment complaints received
and disposed off during the year financial year 2024-25: No. of complaints received in
Financial Year 2024-25: NIL
No. of complaints disposed off during the Financial Year 2024-25: NIL
No. of complaints pending as on end of the Financial Year 2024-25: NIL
32. SECRETARIAL STANDARDS
During the Financial Year 2024-25, your Company has complied with the
all the applicable 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.
33. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE
There are no material subsequent events after the balance sheet date
till the date of adoption of these financial statements which may have significant impact
on these Financial Statement
34. MATERIAL CHANGES & COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year to which
the Financial Statements relate to and the date of this report.
35. OTHER DISCLOSURES
In the FY 2023-24, your Company has raised 14,000 Mn from Qualified
Institutions Placement (QIP). Your Board hereby confirms that there were no deviation(s)
or variation(s) in the utilisation of proceeds from the objects stated in the offer
document or explanatory statement to the notice for the general meeting, as applicable.
A statement by the Company with The Company is in compliance with the
Maternity Benefits Act, 1961. All benefits respect to the compliance to the under the Act,
such as paid maternity leave, nursing breaks, and creche facilities provisions relating to
the Maternity are provided to all eligible female employees on a non-discriminatory basis.
A Benefits Act, 1961. snapshot of the beneficiaries availing these facilities has been
included in the
BRSR report.
Number of employees Number of Employees of the Company as on the end of
Financial Year 2024-25 as follows
Female Male Transgender
429 1,121 0
36. ACKNOWLEDGEMENTS
The Board of Directors wishes to place on record its appreciation of
the co-operation extended by all the and State Governments, Financial Institutions &
Banks, employees, investors and customers.
|
For and on behalf of the Board
of Directors |
|
KAYNES TECHNOLOGY INDIA
LIMITED |
|
Savitha Ramesh |
Ramesh Kunhikannan |
Date : 30 July, 2025 |
(Executive Chairperson & WTD) |
(Managing Director) |
Place: Mysore |
DIN: 01756684 |
DIN: 02063167 |
|