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Kaynes Technology India Ltd
Electronics - Components
BSE Code: 543664 NSE Symbol: KAYNES P/E : 190.44
ISIN Demat: INE918Z01012 Div & Yield %: 0 EPS : 32.16
Book Value: 633.63 Market Cap (Rs. Cr.): 41,007.54 Face Value : 10

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 Share–Basic in 32.81 21.1 45.82 30.63
Earnings per Share–Diluted 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 2024–25

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 2024–25

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