KPT Industries Ltd

To,

The Members,

Your Directors have pleasure in presenting the 49th Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

Rs. In Lakhs

2. OPERATIONS AND FUTURE PROSPECTS:

We continue to present better results and are confident to do so in the future as well.

3. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board comprises of 9 Directors out of which four are Independent Directors, two Executive Directors, one Non-Independent Director, one Non-Executive Woman Director and one additional director appointed w.e.f.23.05.2025.

• Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Prakash Kulkarni, Executive Chairman, Mr. Dilip Kulkarni, Managing Director, Ms. Aishwarya Toraskar, Company Secretary and Mr. Suhas Kharote Chief Financial Officer are the Key Managerial Persons of the Company.

Declarations of Independence from Independent Directors

The Board noted the dedication of Independent Directors to the Board, with regards to their integrity, expertise and experience including their proficiency.

Directors & Key Managerial Personnel Appointed / Resigned:

• Mr. Arjun Deepak Gadre (DIN: 00767054) has been appointed as an Additional Director on the board as an Independent Director of the Company, subject to Members approval in ensuing Annual General Meeting and Mrs. Prabha Prakash Kulkarni (DIN: 00053598) currently serving as Non-Executive Woman Director has been re-designated as Non-Executive Woman Director - Vice Chairperson w.e.f 23-05-2025.

• Mr. Dilip Kulkarni resigned as the Chief Financial Officer of the Company with effect from 01st April, 2024.

• Mr. Suhas Kharote was appointed as the Chief Financial Officer and Key managerial Personnel of the Company with effect from 01st April, 2024.

Directors Retiring by Rotation

Mr. Prakash Kulkarni, Director (DIN: 00052342), retires by rotation, as per the provisions of Companies Act, 2013, and is eligible to be reappointed as a Director of the Company in the forthcoming Annual General Meeting. The Board recommends his appointment.

Dr.Ketan Pai, Director (DIN: 06980628), retires by rotation, as per the provisions of Companies Act, 2013, and is eligible to be reappointed as a Director of the Company in the forthcoming Annual General Meeting. The Board recommends his appointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation provided to them, your Directors, pursuant to Section 134(5) of the Companies Act, 2013, state that -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting 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, at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) the Directors were devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

f) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

5. AUDITORS:

• M/s. PG. Bhagwat LLP Chartered Accountants, Pune, Statutory Auditors of the Company.

• M/s. Sreedharan & Associates, Company Secretaries, Bengaluru, Secretarial Auditors of the Company.

• M/s. A. S. Havaldar & Associates, Chartered Accountants, Pune, Internal Auditor of the Company.

• M/s. R C K & Co. Cost Accountants, Pune, Cost Accountants of the Company.

6. MEETINGS:

During the year, Six (6) Board Meetings, Four (4) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings, Two (2) Corporate Social Responsibility Committee Meetings and One (1) Stakeholder Relationship Committee Meeting were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.The dates and related information are given in Corporate Governance Report, annexed to this Report at ANNEXURE-IV.

7. ANNUAL EVALUATION OF PERFORMANCE OF BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, the Board has initiated formal evaluation process for its own performance and of its own committees and individual directors, pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules, 2014. Details of the evaluation mechanism are provided in the Corporate Governance Report. A meeting of Independent Directors was held on 07th February, 2025 for evaluation of Board performance.

8. NOMINATION AND REMUNERATION POLICY:

The Company has framed Nomination and Remuneration Committee to decide appointment and remuneration of Directors, Independent Directors and Key Management Personnel.

Salient features of the Nomination and Remuneration Policy are as follows:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required.

b) Remuneration is linked to performance.

c) Ensuring that remuneration to directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

d) The criteria for determining qualifications, positive attributes and independence of a Director.

The Nomination and Remuneration Policy of the Company is available on Company website www.kpt.co.in pursuant to provisions of Section 178(4) of the Companies Act, 2013.

9. STATUTORY AUDIT REPORT:

With respect to Statutory Auditor's Report 2024-25, there are no qualifications, adverse remarks or disclaimers made by the statutory auditors on the financial statements of the Company. The Company continues to have robust internal control system in place.

10. SECRETARIAL AUDIT REPORT:

With respect to Secretarial Auditor's Report 2024-25, there are no qualifications, adverse remarks or disclaimers made by the secretarial auditors on the secretarial records of the Company. The Company continues to have robust internal control system in place.

Secretarial Audit Report in form MR-3 as per Section 204 (1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached herewith as ANNEXURE-I, to this report.

Secretarial Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended on 31st March, 2025, is attached herewith as ANNEXURE-II, to this report.

11. DIVIDEND:

As a gesture to acknowledge the strength of the Company, your Directors are pleased to recommend a payment of dividend at the rate of 60% i.e. Rs. 3.00 per share of Rs. 5.00 each, for the year ended on 31st March, 2025.

12. CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in nature of business of the Company.

13. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to its reserves.

14. SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company, as on 31st March, 2025, was Rs. 170 Lakhs, comprising of 34,00,000 equity shares of Rs. 5/- each. The Company does not have any shares with differential voting rights or sweat equity shares.

15. REDEMPTION OF EQUITY SHARES / DEBENTURES:

During the year under review, there was no redemption of equity shares / debentures.

16. ISSUE OF EMPLOYEE STOCK OPTION:

During the year under review, there was no issue of Employee Stock Options, to its employees.

17. CHANGES IN CAPITAL OF THE COMPANY:

There are no changes in the capital of the Company.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: Not Applicable.

19. DEPOSITS:

The Company has not accepted deposits during the financial year.

20. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company is available on https://www.kpt.co.in/investor-relation/Disclosures-SEBI-LODR/Form-MGT-7- Annual-Return-2024.pdf pursuant to provisions of Sections 92(3) and 134(3) of the Companies Act, 2013

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not advanced any loans/ given guarantees / provided securities or made any investments.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial year, were on an arm's length basis and were in ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as ANNEXURE-III to this Report.

23. RELATED PARTY DISCLOSURE AS PER SCHEDULE V [Regulation 34(3)]:

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results. N.A.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY

This industry does not fall under Schedule prescribed under Rule (2). Efforts are made to keep the consumption of Power and Fuel to a minimum level. KPT Industries Ltd., also generates clean power by use of wind power.

B) TECHNOLOGY ABSORPTION

I) Specific areas in which R&D carried out:

• Enhancing life of electric motors,

• Reducing maintenance cost of products,

• Development of new products / designs / procedures / methods / materials / machines / tools in existing products / processes in related manufacturing areas, Improving the electrical characteristics of the motors.

II) Benefits derived as a result of above R&D:

- Improved performance/longer service life of product,

- Complete safety,

- Cost reduction,

- Enhancement of quality and service to the customers.

III) Future plan of action:

Company plans to continue development activities on the above lines,

IV) Expenditure on R&D:

Expenditure of revenue nature incurred on R&D is charged under the respective heads, Capital expenditure on acquisition of assets for R&D, if any, is depreciated as Plant & Machinery.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology during the last fourteen years. There is a continuous flow of information between the Company and the key suppliers from abroad. The Company's key managers also visit various markets and are exposed to latest products and technologies. Interaction with Suppliers of key components, on a regular basis, keeps the Company abreast with the latest development in product technology, manufacturing process and methods, quality assurance, marketing and management systems. We have, over the years, built requisite infrastructure and technically competent manpower to translate and adopt the latest technical know-how into improved products for our customers.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

25. THREATS & CONCERNS:

The leading brands always come up with new products. We keep on studying this and commensurate actions are taken.

26. SAFETY, HEALTH & ENVIRONMENT:

Our Company continues to pursue its environmental friendly approach towards industrial growth. Company takes significant measures, commensurate with the size of the Company, to ensure safety of the plant and workers, good health of the employees and sustainable environment.

27. TECHNICAL INNOVATION:

No significant products development, other than improving old ones, was made during the year.

28. CORPORATE GOVERNANACE CERTIFICATE:

Our Company has been following good Corporate Governance since its inception. The shares of our Company are listed on BSE Ltd., (Bombay Stock Exchange). We are regularly and timely complying with the requirements, as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid the Annual Listing Fees for the Financial Year 2024-25. As required by the SEBI Guidelines, a Corporate Governance Report is annexed as ANNEXURE-IV.

29. VIGIL MECHANISM:

The Company has established a Vigil Mechanism for Directors and employees to report their genuine concerns and to provide adequate safeguards against victimization of persons who use such mechanism. Company has maintained Vigil Mechanism/Whistle Blower Policy and the same is also placed on our website www.kpt.co.in.

30. RISK MANAGEMENT POLICY:

The Board of Directors of Company is continuously monitoring various risk attached to business. On regular basis, Board and senior managers identify the risk elements. Board and senior managers, on the basis of past experience, ensure management of risk and take necessary steps to mitigate the risks.

In the opinion of the Board, there are no risk elements which may threaten the existence of the Company, except general market risks, risk due to effect of changes in government policies, competition risks and risk due to natural calamities.

31. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

Company does not have any Joint Venture, Subsidiary or Associate Companies.

32. IMPACT OF ANY REGULATION OR COURT ORDERS:

There are no material orders passed by the Regulation or Courts, impacting on the Company's business.

33. STATEMENT OF COMPLIANCE OF PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No such cases were reported during the Financial Year 2024-25.

34. EMPLOYEES' REMUNERATION:

Details of the remuneration as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as ANNEXURE-V to this Report.

35. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an Internal Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal control Systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, management undertakes corrective action wherever required and thereby strengthens the control further.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

36 MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required by the Company under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

37 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed Management discussion & Analysis Report, is attached as ANNEXURE-VI to this Report.

38. CORPORATE SOCIAL RESPONSIBILITY:

The Company is required to spend at least 2% of its average net profits for the immediate past 3 financial years.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the financial year 2024-2025 in the format prescribed in the Companies (CSR Policy) Rules, 2014 is attached as ANNEXURE-VII to this Report.

39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), during the year along with their status as at the end of the financial year: Not Applicable.

40. The details of difference between amounts of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable.

41 FRAUD REPORTING {Section 134(3) (Companies Act, 2013)}:

There was no fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the applicable Secretarial Standards during the FY 2024-25.

43. INVESTOR EDUCATION AND PROTECTION FUND:

The Company has transferred the unclaimed dividends declared up to the financial year 2015 to the Investor Education and Protection Fund of the Central Government.

44. Designated Person U/s 89 of the Companies Act, 2013 “Declaration in Respect of Beneficial Interest in any Share:

The Company Secretary is appointed as “Designated Person” U/s 89 of the Companies Act, 2013, and pursuant to Notification dated 27th October, 2023, amending the Companies (Management and Administration) Rules, 2014, for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the Company.

45. ACKNOWLEDGEMENTS:

The Board of Directors would like to thank its customers, vendors, dealers and business associates for their continued support during the year.

As other mandatory disclosures under the provisions of applicable statutes are not applicable to your Company, the same has been not disclosed in the report.

The Board of Directors sincerely appreciates and thanks its esteemed Shareholders for their continued support and confidence reposed in the Company.

Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels, during the year.