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companylogoKirloskar Ferrous Industries Ltd

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BSE Code : 500245 | NSE Symbol : KIRLFER | ISIN : INE884B01025 | Industry : Steel - Large |


Directors Reports

To the Members

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)

(H in Crores)

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 ofH 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 : 00007319) 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 coopted 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 coopted 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 coopted 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.

PerformanceoftheBoardwasevaluatedonthebasisofcriteria 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 _ 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 _ 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)

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

A. Conservation of energy

(a) Energy conservation measures taken during the financial year 2024-2025 :

Installation and commissioning of oxygen enrichment into blast furnaces to reduce coke consumption.

Various variable frequency drives installation as per the energy audit report at plant locations.

Implementation of suggestions on energy conservation measures at plant locations.

Power factor improved by adjusting the major load power factor.

Purchase of renewable energy power at Koppal and Hiriyur plants.

Replacement of conventional lights with LED light fittings at plant locations.

plant replaced from LPG to PNG.

Automation of induction furnace II to reduce power consumption at Solapur plant.

Replacement of layer saw hydraulic motor with existing motor at Baramati plant.

Use of PNG in place of LPG in furnace and canteen at Baramati plant.

Use of solar power through open access at Jejuri plant.

Power factor improvement by switching of capacitor banks in idle time at Jejuri plant.

Use of energy efficient pumps to reduce auxiliary energy consumption at Jejuri plant.

Power factor improvement by reconditioning of APFC panel at Ahmednagar plant.

Figures of power generation and fuel consumption :

Particulars

2024-2025 2023-2024 2022-2023
(Quantity in lakh units)
Generation from 40 MW power plant 2,803 2,357 1,452
Generation from 12 MW power plant 775 639 678
(Quantity in Kilo Litres)
Fuel consumption in 12 MW Turbo Generator 183 243 231

(b) Proposals for the financial year 2025–2026 :

Replacement of three old compressors with one energy efficient compressor at Koppal plant.

Heating of coke bunkers to reduce coke consumption at Koppal and Hiriyur plants.

Replacement of two old HT motors with VFD driven energy efficient motors at Koppal plant.

All core drying ovens of foundry line I from FO to PNG at Koppal plant.

Feasibility study to replace core drying from PNG to BF gas at Koppal plant.

Setting up of wind power plant at Solapur plant.

Increase in production capacity of existing solar plant at Solapur.

Purchase of renewable energy (RE) power at Koppal and Hiriyur plants.

Online energy monitoring system for real time energy data availability and monitoring.

Separate drive installation for RHF-3 charging.

RHF-5 bend radiant tubes and heater replacement.

RHF-1 revamping work to reduce heat losses by changing ceramic blanket insulation.

Replacement of existing old water pumps.

Waste heat recovery from RTHF exhaust for STP tanks.

Upgradation of hearth furnaces to reduce specific energy consumption.

Use of energy efficient pumps to reduce auxiliary energy consumption.

Use of energy efficient LED lights in SMS area.

Conversion of LSHS to PNG for furnaces and boilers.

Impact of the above measures :

Reduction in energy consumption.

Reduction in coke consumption.

Conservation of non-renewable energy resources.

Improvement in operational efficiency and widening the scope for energy conservation.

B. Technology absorption

Following projects are under implementation :

Improvements in mini blast furnaces like oxygen enrichment, adoption of vacuum pressure swing absorption technology, coke drying system and installation of additional stove.

Installation of fume extraction for improvement in indoor air quality.

Purchase of bright annealing furnace to improve surface quality of tubes for boiler, heat exchanger, automotive, mining applications.

Installation of separate screw compressor for PTD to avoid transmission losses and energy saving.

Development of new steel grade products at Ahmendnagar plant.

Technical discussion on green sand reclamation plant.

Utilisation of blast furnace gas for core drying purpose.

Revamping of rotary hearth furnace with latest technology.

Installation of new pre-heating induction furnace.

Installation of emergency brake systems for SMS area cranes for human and equipment safety.

Improvement of conveyor handling system for smooth and effective operations.

UT and ECT projects for inspection of steel bars.

C. Foreign Exchange Earnings and Outgo

H ( in Crores)

Earnings 133.91 Outgo 1,196.62

D. Research and Development (R&D)

The Company focuses in the area of new process and product development in manufacturing operations and in achieving improved processes for manufacture of products thereby to reduce costs.

Specific areas in which R & D carried out by the Company :

Development of transmission part for electric tractor.

Development of high capacity engine block for new tractor.

Development of four cylinder heads.

Joint design and development of low weight transmission part.

Development of transmission part for less than 50 hp tractor

Development of engine cylinder blocks and heads for EURO 7 application.

Proto part manufacturing of four cylinder block with vertical design.

Benefits derived as result of the above R & D :

Customer appreciation for supply of proto parts for engine validation and vehicle launch in time.

Reduced cost for proto casting production.

Future plans of action :

Lost foam casting process feasibility study and adaptation.

Adapting 3D printing core making process for mass production through indigenization of raw materials and high speed machines.

Value engineering solution to original equipment manufacturers.

Continuous improvements to make the processes more efficient.

Compacted graphite iron development.

Details of expenditure on R & D are as given below :

(H in Crores)

Particulars

2024-2025 2023-2024
Capital 0.58 0.73
Recurring 6.28 4.56
Total R & D expenditure 6.86 5.29

   

Capital Market Publishers India Pvt. Ltd

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