Directors Report of KPT Industries Ltd.

Mar 31, 2025

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

1. FINANCIAL RESULTS: Rs. In Lakhs

	2025	2024
Net Turnover	16,605.12	15,163.22
Power Tools	11,520.65	11,489.21
Blowers	3,624.01	3,040.54
E-Vehicles	1,408.64	564.01
Windmills	51.82	69.46
Profit Before Interest, Depreciation, Tax & Exceptional Items	2,707.79	2,445.88
Less: Interest	461.84	488.13
Less: Depreciation	357.65	323.47
Profit Before Tax	1,888.30	1,634.28
Less : Provision for Taxation, including Deferred Tax	495.61	428.20
Profit After Tax	1,392.69	1,206.08
Less : Other Comprehensive Income	(4.68)	(4.50)
Net Profit for the current year	1,388.01	1,201.58
Add : Amount brought forward from last year	3,137.90	1,987.32
Profit available for Appropriation	4,525.91	3,137.90
Transfer to General Reserve	___	---
Dividend on Equity Shares paid for the year 23-24	85.00	34.00
Balance Carried Forward to Balance Sheet	4,440.91	3,137.90
Proposed Dividend	102.00	---

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.

Sr. No.	Name	Designation
1	Mr. Prakash Kulkarni	Executive Chairman
2	Mr. Dilip Kulkarni	Managing Director
3	Mrs. Prabha Kulkarni	Women Director - (Vice Chairperson w.e.f. 23.05.2025)
4	Dr. Ketan Pai	Director
5	Dr. Shishir Gosavi	Independent Director
6	Mr. Sanjay Buch	Independent Director
7	Mr. Niraj Shirgaokar	Independent Director
8	Ms. Rama Kirloskar	Independent Director
9	Mr. Arjun Gadre	Additional Director w.e.f. 23.05.2025
10	Mr. Suhas Kharote	Chief Financial Officer
11	Ms. Aishwarya Toraskar	Company Secretary

• 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 01^st April, 2024.

• Mr. Suhas Kharote was appointed as the Chief Financial Officer and Key managerial Personnel of the Company with effect from
01^st 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 07^th 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 31^st 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 31^st 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 31^st 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)]:

Sr.	In the accounts of	Disclosure of amounts at the year end and the maximum amount of Loan / Advances / Investments outstanding during the year	Applicability as on 31-03-2025
1	Holding Company	• Loans and advances in the nature of loans to subsidiaries by name and amount.	N.A.
		• Loans and advances in the nature of loans to associates by name and amount	N.A.
		• Loans and advances in the nature of loans to firms /companies in which directors are interested by name and amount.	N.A.
2	Subsidiary	Same disclosures as applicable to the parent company in the accounts of subsidiary company.	N.A.
3	Holding Company	Investments by the loan in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.	N.A.

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

Earnings : ? 935.59 lakhs

Outgo : a) Material ? 6,203.38 lakhs

b) Others ? 08.06 lakhs

Total f 6,211.44 lakhs

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
27^th 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.

For & On behalf of the Board of Directors

Dilip Kulkarni Prabha Kulkarni

Managing Director Director

DIN : 00184727 DIN: 00053598

Place: Shirol C/o KPT Industries Ltd C/o KPT Industries Ltd

Date : 23.05.2025 Gat No. 320 Gat No. 320

Mouje Agar Mouje Agar

Tal-Shirol 416 103 Tal-Shirol 416 103

---

Mar 31, 2024

Your Directors have pleasure in presenting the 48^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS: Rs.In Lakhs

	2024	2023
Net Turnover	15,163.22	14,976.08
Power Tools	11,489.21	9,961.22
Blowers	3,040.54	2,879.61
E-Vehicles	564.01	2,076.82
Windmills	69.46	58.43
Profit Before Interest, Depreciation, Tax & Exceptional Items	2,353.76	1,935.59
Less: Interest	396.01	433.49
Less: Depreciation	323.47	302.33
Profit Before Tax	1,634.28	1,199.77
Less : Provision for Taxation, including Deferred Tax	428.20	357.71
Profit After Tax	1,206.08	842.06
Less : Other Comprehensive Income	(4.50)	(2.96)
Net Profit for the current year	1,201.58	839.10
Add : Amount brought forward from last year	1,987.32	1,182.25
Profit available for Appropriation	3,188.90	2,021.35
Transfer to General Reserve	___	---
Dividend on Equity Shares paid for the year 22-23	...	34.00
Balance Carried Forward to Balance Sheet	3,188.90	1,987.35
Proposed Dividend	85.00	---

2. OPERATIONS AND FUTURE PROSPECTS:

In the financial year 2023-24, the orders for E-vehicles which were pursued and expected by your Company, could not be materialised. Yet, as seen above, your Company was able to push the sales in the Power Tools and Blowers sectors to compensate and still maintain the top line, vis-a-vis last year. Despite the drop in the sale of E-vehicles, the profit before tax improved from Rs.1199.77 lakhs last year to Rs.1634.28 lakhs, this year, which is a jump of 36.22%. This was achieved by a judicious mix of products, particularly in the Power Tools segment.

We are confident that, we shall continue to produce better results in year 2024-25, as well.

3. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board comprises of 8 Directors out of which four are Independent Directors, two Executive Directors, one Non-Independent Director and one Non-Executive Woman Director.

Sr. No.	Name	Designation
1	Mr. Prakash Kulkarni	Executive Chairman
2	Mr. Darius Shroff	Independent Director (Up to 31st March, 2024)
3	Mr. Shishir Shirgaokar	Independent Director (Up to 31st March, 2024)
4	Mr. Sanjay Kirloskar	Independent Director (Up to 31st March, 2024)

Sr. No.	Name	Designation
5	Dr. Shishir Gosavi	Independent Director
6	Mr. Dilip Kulkarni	Managing Director & CFO (Resigned as CFO w.e.f 31st March, 2024)
7	Mrs. Prabha Kulkarni	Women Director
8	Dr. Ketan Pai	Director
9	Mr. Sanjay Buch	Independent Director (From 01st April, 2024)
10	Mr. Niraj Shirgaokar	Independent Director (From 01st April, 2024)
11	Ms. Rama Kirloskar	Independent Director (From 01st April, 2024)
12	Mr. Suhas Kharote	Chief Financial Officer (From 01st April, 2024)
13	Ms. Aishwarya Toraskar	Company Secretary

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

• Mr. Dilip Kulkarni resigned from the office of Chief Financial Officer w.e.f 31^st March, 2024 and Mr. Suhas Kharote has been appointed as Chief Financial Officer by the Board of Directors in their meeting held on 01-04-2024, pursuant to Section 203 of the Companies Act, 2013 w.e.f 01-04-2024.

• The Independent Directors Mr. Darius Shroff, Mr. Shishir Shirgaokar and Mr. Sanjay Kirloskar have completed their two consecutive terms of five years each i.e. from 01-04-2014 to 31-03-2019 and from 01-04-2019 to 31-03-2024 and have ceased to hold office as an Independent Director w.e.f 31-03-2024.

• Pursuant to Section 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Mr. Sanjay Buch, Mr. Niraj Shirgaokar and Ms. Rama Kirloskar have been appointed as an Additional Director of the Company in the capacity of an Independent Director not liable to retire by rotation and to hold office for a term of 3 (three) consecutive years w.e.f 01-04-2024 to 31-03-2027. The appointment is subject to Members approval, through a Postal Ballot mechanism.

Declarations of Independence from Independent Directors

Company has received necessary declaration from, each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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

Directors Retiring by Rotation

Mr. Dilip Kulkarni, Managing Director (DIN: 00184727), 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.

Mrs.Prabha Kulkarni, Director (DIN: 00053598), 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 her 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. MEETINGS:

During the year Four (4) Board Meetings, Four (4) Audit Committee Meetings, Three (3) Nomination and Remuneration Committee Meetings, Two (2) Corporate Social Responsibility Committee Meetings and Seventeen (17) Stakeholder Relationship Committee Meetings 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 is given in Corporate Governance Report, annexed to this Report at ANNEXURE-IV.

6. 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 19^th March, 2024 for evaluation of Board performance.

7. 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 www.kpt.co.in pursuant to provisions of Section 178(4) of the Companies Act, 2013.

8. STATUTORY AUDIT REPORT:

With respect to Statutory Auditor’s Report 2023-24, 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.

9. SECRETARIAL AUDIT REPORT:

With respect to Secretarial Auditor’s Report 2023-24 Secretarial Auditors have mentioned his qualifications / observations, to which appropriate management responses have been given. The Company continues to have robust internal control system in place.

1) The term of office of independent directors ended on March 31, 2024. According to the provisions of the Regulation 17(1E) of the SEBI (LODR) Regulations, 2015, the Company did not fill the resulting vacancy before the expiration of the term of office. However, the Company has appointed three independent directors at the Board Meeting held on April 01,2024.

The Listed entity did fill the vacancy created by expiration of term of three independent directors, by appointing fresh three independent directors at the Board Meeting held on April 01, 2024.

2) The listed entity has issued Duplicate Share Certificates on November 28, 2023, and December 19, 2023. However, intimations of the same have not been made to the Stock Exchange pursuant to the provisions of Regulation 39(3) of the SEBI (LODR) Regulations, 2015.

Considering the fact that Compliance Officer was on a maternity leave, the intimation to Stock Exchange pursuant to the provisions of Regulation 39(3) of the SEBI (LODR) Regulations, 2015, was left to be communicated inadvertently and there is no malafied intention.

3) The Company had received the Show Cause Notice under Section 148 of the Companies Act, 2013 from the Cost Audit Branch of the Ministry of Corporate Affairs dated December 29, 2023, regarding applicability of Cost Audit for the financial years 201819 and 2019-20. The same was not intimated to the stock exchange pursuant to sub-clause 20 Para A of Schedule III read with Regulation 30 of the SEBI (LODR) Regulations, 2015.

Considering the fact that Compliance Officer was on a maternity leave, the intimation to Stock Exchange pursuant to sub-clause 20 of Para A of Schedule III read with Regulation 30 of SEBI (LODR) Regulations, 2015, was left to be communicated inadvertently and there is no malafied intention. Subsequently, the listed entity did reply to the show cause notice, vide letter dated January 23, 2024 addressing "The Deputy Director Cost Audit Branch, Ministry of Corporate Affairs, New Delhi", within prescribed time

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 31^st March, 2024, is attached herewith as ANNEXURE-II, to this report.

10. 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 50% i.e. Rs. 2.50 per share of Rs. 5.00 each, for the year ended on 31⁵¹ March, 2024.

11. CHANGE IN NATURE OF BUSINESS:

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

12. TRANSFER TO RESERVES:

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

13. CHANGES IN CAPITAL OF THE COMPANY:

There are no changes in the capital of the Company.

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

15. DEPOSITS:

The Company has not accepted deposits during the financial year.

16. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company is available on www.kpt.co.in pursuant to provisions of Sections 92(3) and 134(3) of the Companies Act, 2013.

17. 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.

18. 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.

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

Sr.	In the accounts of	Disclosure of amounts at the year end and the maximum amount of Loan / Advances / Investments outstanding during the year	Applicability as on 31-03-2024
1	Holding Company	¦ Loans and advances in the nature of loans to subsidiaries by name and amount.	N.A.
		¦ Loans and advances in the nature of loans to associates by name and amount	N.A.
		¦ Loans and advances in the nature of loans to firms /companies in which directors are interested by name and amount.	N.A.
2	Subsidiary	Same disclosures as applicable to the parent company in the accounts of subsidiary company.	N.A.
3	Holding Company	Investments by the loan in the shares of parent company and subsidiary company, when the Company has made a loan or advance in the nature of loan.	N.A.

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.

20. 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 thirteen 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

Earnings : '' 776.27 lakhs

Outgo : a) Material '' 7,243.20 lakhs

b) Others '' 15.85 lakhs

Total f 7,259.05 lakhs

21. THREATS & CONCERNS:

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

22. 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.

23. TECHNICAL INNOVATION:

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

24. 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 2023-24. As required by the SEBI Guidelines, a Corporate Governance Report is annexed as ANNEXURE-IV.

25. 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.

26. 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.

27. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

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

28. IMPACT OF ANY REGULATION OR COURT ORDERS:

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

29. 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 2023-24.

30. 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.

31. 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.

32. 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.

33. 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.

34. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are applicable from F.Y. 2022-23 and accordingly 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 2023-2024 year in the format prescribed in the Companies (CSR Policy) Rules, 2014 is attached as ANNEXURE-VII to this Report.

35. 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.

36. 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.

37. 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.

38. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the applicable Secretarial Standards during the FY 2023-24.

39. 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.

40. 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 27^th October, 2023 amending the Companies (Management and Administration) Rules, 2014 for furnishing, and extending cooperation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the Company.

41. ACKNOWLEDGEMENTS:

The Board of Directors would like to thank their 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.

For & on behalf of the Board of Directors

Prakash Kulkarni Dilip Kulkarni

Executive Chairman Managing Director

DIN : 00052342 DIN : 00184727

Place: Shirol Date: May 06, 2024

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Mar 31, 2015

The Directors have pleasure in presenting the 39th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

InRs,

2015 2014

Turnover 857,163,965 893,095,994

Profit Before Interest, Depreciation & Tax 82,843,934 78,047,811

Less : Interest 43,741,763 38,133,961

Less: Depreciation 37,496,015 38,867,030 Profit Before Tax 1,606,156 1,046,820

Less : Provision for Taxation, including Deferred Tax Liability (1,199,115) (1,612,347)

Profit After Tax 2,805,271 2,659,167

Add : Amount brought forward from last year 39,454,112 38,783,860 APPROPRIATIONS :

Profit available for Appropriation 42,259,383 41,443,027

Proposed Dividend 1,700,000 1,700,000

Tax on Proposed Dividend 346,086 288,915

Transfer to General Reserve

Balance carried forward to Balance Sheet 40,213,297 39,454,112

2. OPERATIONS AND FUTURE PROSPECTS:

The slowdown of the Indian economy and cash crunch in the market continued during this year also. This has heavily impacted growth plan of the Company. Effective control on cost and continuous improvements in efficiencies have supported Company in maintaining the profitability.

Company continued its efforts of developing new market. During the year, Company has introduced new range of products. It is expected that the Company shall be appropriately benefited in near future.

During the year under review, industrial relations continued to be harmonious. The Company is following transparency and good corporate governance practices in all its operations.

The FOB value of exports, during the year, is Rs, 1711.23 lacs, as against Rs, 1615.75 lacs in the previous year.

3. CHANGE IN NATURE OF BUSINESS:

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

4. DIVIDEND:

Your Directors have pleasure in recommending a payment of dividend at the rate of 10% on Equity Shares amounting to Rs, 0.50 per share for the financial year ended 31st March, 2015. Board recommends the dividend for approval of the members.

5. TRANSFER TO RESERVES:

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

6. CHANGES IN CAPITAL OF THE COMPANY: There are no changes in the capital of the Company.

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

8. DEPOSITS:

The Company has not accepted deposits

9. DIRECTORS:

Mr. S.N. Inamdar has retired as Director. He was Chairman of the Company from 2009 to 2014. The Company appreciates his immense contribution for the growth of the Company during his tenure as Director.

During the year, Company has appointed Dr. Ketan Vikas Pai as an Additional Director w.e.f. 27th September, 2014, as per the provisions of Companies Act, 2013, and is eligible to be appointed as a Director of the Company in the forthcoming Annual General Meeting. The Board recommends his appointment.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors confirm 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.

11. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors duly met 6 (six) times on 30.05.2014, 04.08.2014 (meeting adjourned to 21.08.2014 and concluded), 27.09.2014, 14.11.2014, 11.02.2015 & 30.03.2015, in respect of which proper notices were given and the proceedings were properly recorded and signed.

The Audit Committee of the Board of Directors also met 3 (three) times on 22.09.2014, 10.11.2014 & 06.02.2015, in respect of which proper notices were given and the proceedings were properly recorded and signed.

The details of the Board Meetings and the Directors who attended the meetings are given below:

SI. Dates of Meeting Attended by No.

1. 30.05.2014 S.N. Inamdar, M.L. Apte & D.B. Kulkarni

2. 04.08.2014 S.N. Inamdar, PA Kulkarni, S.S.Shirgaokar, M.L. Apte, D.C. Shroff &D.B. Kulkarni

3. 21.08.2014 (Adjourned S.N. Inamdar, P.A. Kulkarni, D.C. Shroff,,M.L. Apte & D.B. Kulkarni Meeting)

4. 27.09.2014 P.A. Kulkarni, D.C. Shroff, S.S. Shirgaokar, S.C. Kirloskar, M.L. Apte, D.B. Kulkarni & Prabha Kulkarni

5. 14.11.2014 P.A. Kulkarni, D.C. Shroff, S.S. Shirgaokar, M.L. Apte, D.B. Kulkarni, Ketan Pai & Prabha Kulkarni

6. 11.02.2015 P.A. Kulkarni, S.S. Shirgaokar, S.C. Kirloskar, D.B. Kulkarni, Ketan Pai & Prabha Kulkarni

7. 30.03.2014 P.A. Kulkarni, D.C. Shroff, M.L. Apte, S.S. Shirgaokar, S.C. Kirloskar, D.B. Kulkarni & Prabha Kulkarni

The details of the Audit Committee Meetings and the Directors who attended the meetings are given below:

SI. Dates of Meeting Attended by No.

1. 22.09.2014 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni

2. 10.11.2014 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni

3. 06.02.2015 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni

12. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as ANNEXURE-I to this Report.

13. SECRETARIAL AUDIT REPORT:

During the year under review, the Company has obtained the Secretarial Audit Report in Form MR-3 and the same is attached as ANNEXURE-II to this Report

14. STATUTORY AUDITOR:

The appointment of Auditors M/s P.G.Bhagwat, Chartered Accountants, Pune, is for the period of 3 years till the conclusion of Annual General Meeting for the financial year 2017, but subject to the ratification at every Annual General Meeting by the members of the Company.

The Board recommends the same for the ratification by the members at the forthcoming Annual General Meeting.

15. 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. Kulkarni Power Tools 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 twelve 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.

16. 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.

17. 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.

18. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:

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.

19. NOMINATION AND REMUNERATION COMMITTEE:

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

20. AUDIT COMMITTEE:

The Audit Committee of the Board, pursuant to Section 177(2) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, consists of 3 (Three) Directors. Out of which 2 (Two) Directors are Independent Directors and constitutes majority.

21. VIGIL MECHANISM:

The Company has established a Vigil Mechanism for Directors and employees to report their genuine concerns and to provide adequate safeguards against victimisation of persons who use such mechanism.

22. 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.

23. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

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

24. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS: Not Applicable

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (IF APPLICABLE)

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 2014-2015.

26. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. At the same time, Board of Directors sincerely appreciates and thanks its esteemed Shareholders for their continued support and confidence reposed in the Company.

Your Directors also with to express their thanks to all the employees for their contribution during the year.

For & On behalf of the Board of Directors

Pune Prakash Kulkarni Dilip Kulkarni

12th August, 2015 Managing Director Executive Director

DIN : 00052342 DIN: 00184727

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 38th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

In Rs. 2014 2013

Turnover 893,095,994 863,059,614

Profit Before Interest, Depreciation & Tax 78,047,811 97,424,128

Less : Interest 38,133,961 39,928,521

Less : Depreciation 38,867,030 38,779,379

Profit Before Tax 1,046,820 18,716,228

Less : Provision for Taxation including Deferred Tax Liability (1,612,347) 4,780,837

Profit After Tax 2,659,167 13,935,391

Add : Amount brought forward from last year 38,783,860 29,926,299

APPROPRIATIONS :

Profit available for Appropriation 4 1,443,027 43,861,690

Proposed Dividend 1,700,000 3,400,000

Tax on Proposed Dividend 288,915 577,830

Transfer to General Reserve - 1,100,000

Balance carried forward to Balance Sheet 39,454,112 38,783,860



MANAGEMENT REVIEW :

The unprecedented slowdown of the Indian economy and the cash crunch in the market, have been the main reasons for the low performance.

Most of the steps undertaken by the Company to support the needs of the market are completed. It is expected that the Company shall be appropriately benefited, in near future.

During the year under review, industrial relations continued to be harmonious. Your Company is following transparency and good corporate governance practices in all its operations.

The FOB value of exports during the year is Rs.1,615.75 lacs which was Rs.1,314.25 lacs in the previous year.

DIVIDEND :

Your Directors are pleased to recommend a payment of dividend at the rate of 10% for the year ended 31st March, 2014.

FIXED DEPOSITS :

During the year, the Company accepted Fixed Deposits of Rs.13,50,000 and repaid the Fixed Deposits of Rs.1,38,45,000.

OTHER STATUTORY INFORMATION :

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "A" forming part of this report.

DIRECTORS :

The Companies Act, 2013 provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013, provides that independent director shall hold offce for a term of five consecutive years on the Board of a Company and shall be eligible for reappointment on passing a special resolution by the shareholders of the Company.

Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of Sub-section (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Our non-executive directors were appointed as directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956, and they are independent directors. The Company is required to appoint independent directors within a period of one year from the date of notifcation of Sections 149 and 152 i.e. from 1st April, 2014. All of them are seeking appointment as independent directors be considered by shareholders for appointment as independent directors for a period of five years.

As all the non-executive directors will be considered for appointment as independent directors in the ensuing Annual General Meeting and their offce will not be liable to retire by rotation; the Company, in order to comply with the provisions of Section 152 of the Companies Act, 2013, is required to alter the terms of executive directors from not liable to retire by rotation to liable to retire by rotation. The directors recommend the proposed resolutions for the consideration by shareholders.

Mr.S.N.Inamdar is liable to retire by rotation at the ensuing Annual General Meeting. He retires by rotation at the end of ensuing Annual General Meeting and does not seek reappointment owing to his busy schedule and commitments and limitations imposed by the Companies Act, 2013.

The Board would like to thank and record its appreciation for his wise counsel, and valuable contribution during his tenure as Director from 1992 and as a Chairman from January 2010 to the date of ensuing Annual General Meeting.

It is proposed to fll up the vacancy created by retirement of Mr.S.N.Inamdar by appointing Mrs.Prabha.P.Kulkarni, as Director by the Board of Directors in its meeting held on 21st August, 2014.

Mrs.Prabha.P.Kulkarni is a Mechanical Engineer from Shivaji University, having passed her B.E. degree in 1966. She has attended various short courses on Production, Engineering, Job Evaluation, Inventory Control and Store Keeping, Communications, Jig & Fixture designing, Cutting Tools and their design, Incentive System Production Planning & Inventory Control, Plant Layout and Material Handling conducted by National Productivity Council. She has also attended short courses like Value Analysis & Value Engineering, Industrial Relations, T. A. Techniques, Managing Organisational Changes etc., conducted by Indo-American Society and Training in Statistical Quality Control (SQC) and Organizing Quality Circles.

She has also attended various seminars and training courses conducted by Confederation of Indian Industry, The Institute of Indian Foundrymen etc, in the feld of Management in general and production techniques like Low Cost Automation etc., in particular.

From 1967, she has been working in different capacities. She is currently a Director of M/s.Trimurti Engineering Tools Pvt.Ltd., Sangli. She was actively involved in formation of this Company as joint venture with Black & Decker Corporation, USA, to manufacture power tools, in India in 1976. She was also involved in setting up manufacturing of Roots Blowers in collaboration with M/s.Howden Wade Ltd., U.K.

She was a National President of The Institute of Indian Foundrymen (IIF), Chairperson of Maharashtra State Committee of Confederation of Indian Industry (CII), Chairperson of Local Managing Committee of Walchand College of Engineering, Vishrambag, Sangli and Member of the Board of Governors of Dattajirao Kadam Technical Institute, Ichalkaranji, District Chairman of International Inner Wheel Club Dist.317 and Director of Maharashtra State Small Scale Development Corporation Ltd. She was selected by American Biographical Institute as Woman of the Year 1999 for signifcant career achievement and contribution to the Society. In addition, she is involved in various social and industrial activities at Sangli district, on a regular basis. She is recipient of ''FIE'' Foundation Award for outstanding contribution in engineering industry.

Mrs.Kulkarni is President of "Sangram" an organization involved in fghting Aids in commercial sex workers and Vice President of Siddihivinayak Cancer Hospital, Miraj. She is also a Member of Women Scientists'' Association, Women Engineering Association and Kolhapur Productivity Council.

The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member alongwith a deposit of Rs.1,00,000, proposing the candidature of Mrs.Prabha Kulkarni, for the offce of a Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Board recommends the resolution for the approval of members.

The Board has constituted the Audit Committee consisting of Mr.S.S.Shirgaokar, Chairman, Mr.M.L.Apte, Member and Mr.D.B.Kulkarni, Member.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information received from the management, confrm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 fnancial year and of the Profit of the Company for that period;

iii) the Directors have taken proper and suffcient 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;

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. As per the provisions of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 Board recommend reappointment for a period of three years.

ACKNOWLEDGEMENT:

The Directors wish to acknowledge with deep sense of appreciation for continued efforts of Mr.P.A.Kulkarni, Managing Director and Mr.D.B.Kulkarni, Executive Director, in the progress of the Company.

The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. At the same time, Board of Directors sincerely appreciates and thanks its esteemed Shareholders for their continued support and confdence reposed in the Company.

Your Directors also wish to express their thanks to all the employees for their contribution during the year.

For & On behalf of the Board of Directors

Mumbai S.N.Inamdar 21st August, 2014 Chairman

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 37th Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS :

In Rs.

2013 2012

Turnover 863,059,614 898,738,023

Profit Before Interest, Depreciation & Tax 97,424,128 99,470,937

Less : Interest 39,928,521 40,928,034

Less : Depreciation 38,779,379 38,441,810

Profit Before Tax 18,716,228 20,101,093

Less : Provision for Taxation including Deferred Tax Liability 4,780,837 6,451,120

Profit After Tax 13,935,391 13,649,973

Add : Amount brought forward from last year 29,926,299 25,746,054

APPROPRIATIONS :

Profit available for Appropriation 43,861,690 39,396,027

Proposed Dividend 3,400,000 2,125,000

Tax on Proposed Dividend 577,830 344,728

Transfer to General Reserve 1,100,000 7,000,000

Balance carried forward to Balance Sheet 38,783,860 29,926,299

MANAGEMENT REVIEW :

Understanding the evolving need of the markets for both Power Tools and Blowers, your Company has taken many steps to address the product gaps. We expect the visibility of the result of all such steps by the current year end.

During the year under review, Industrial relations continued to be harmonious. Your Company is following transparency and good corporate governance practices in all its operations.

The FOB value of exports during the year is Rs. 1,314.25 lacs which was Rs. 1,241.56 lacs in the previous year.

DIVIDEND :

Your Directors are pleased to recommend a payment of dividend at the rate of 20% for the year ended 31st March, 2013.

FIXED DEPOSITS :

During the year, the Company accepted Fixed Deposits of Rs. 5,00,000 and repaid the Fixed Deposits of Rs. 15,11,000. Whereas, one deposit of Rs. 15,000 was due for repayment but remained unclaimed.

OTHER STATUTORY INFORMATION :

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "A" forming part of this report.

DIRECTORS :

Mr.M.L.Apte and Mr.D.C.Shroff, Directors, retire by rotation on the date of the Annual General Meeting and, being eligible, they offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information received from the management, confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) 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;

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT :

The Directors wish to acknowledge with deep sense of appreciation for continued efforts of Mr.Prakash Kulkarni, Managing Director and Mr.Dilip Kulkarni, Executive Director, in the progress of the Company.

The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. At the same time, 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 express their thanks to all the employees for their contribution, during the year.

For & On behalf of the Board of Directors

Kolhapur S.N.Inamdar

29th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 36th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS : In Rs.

2012 2011

Turnover 900,637,064 884,555,539

Profit Before Interest, Depreciation & Tax 99,470,937 131,173,726

Less : Interest 40,928,034 38,404,145

Less : Depreciation 38,441,810 35,732,831

Profit Before Tax 20,101,093 57,036,750

Less : Provision for Taxation including Deferred Tax Liability 6,451,120 18,222,690

Profit After Tax 13,649,973 38,814,060

Add : Amount brought forward from last year 25,746,054 24,835,124

APPROPRIATIONS :

Profit available for Appropriation 39,396,027 63,649,184

Proposed Dividend 2,125,000 6,800,000

Tax on Proposed Dividend 344,728 1,103,130

Transfer to General Reserve 7,000,000 30,000,000

Balance carried forward to Balance Sheet 29,926,299 25,746,054

MANAGEMENT REVIEW :

The Indian economy has shown signs of uncertainty in the year mainly on account of inflationary pressure. The impact of adverse exchange rate added to the problems of the Indian companies. Unfortunately, your Company also has suffered due to these factors.

These factors have pressurized your Company to look inward and improve the systems across the Company. This process is continued. We believe that your Company will deliver good results in the coming year.

During the year under review, Industrial relations continued to be harmonious. Your Company is following transparency and good corporate governance practices in all its operations.

The FOB value of exports during the year is Rs. 1241.56 lacs which was Rs. 1049.35 lacs in the previous year.

DIVIDEND :

Your Directors are pleased to recommend a payment of dividend at the rate of 12.5% for the year ended 31st March, 2012.

FIXED DEPOSITS :

During the year, the Company accepted Fixed Deposits of Rs. 24,85,000 and repaid the Fixed Deposits of Rs. 29,62,000. Whereas, 14 deposit holders aggregating fixed deposits of Rs. 3,21,000 were due for repayment but remained unclaimed.

OTHER STATUTORY INFORMATION :

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "A" forming part of this report.

DIRECTORS :

Mr.S.N.Inamdar and Mr.S.S.Shirgaokar, Directors retire by rotation on the date of the Annual General Meeting and being eligible, they offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information received from the management, confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) 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 detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. '

ACKNOWLEDGEMENT :

The Directors wish to acknowledge with deep sense of appreciation for continued efforts of Mr.Prakash Kulkarni, Vice Chairman & Managing Director and Mr.Diiip Kulkarni, Executive Director, in the progress of the Company.

The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. At the same time, 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 express their thanks to all the employees for their contribution during the year.

For & On behalf of the Board of Directors

Place : Mumbai S.N. Inamdar

Date : 29th May, 2012 Chairman

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Mar 31, 2011

To ,

The Members,

The Directors have pleasure in presenting the 35th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :

2011 2010 Rs. Rs.

Turnover 884,555,539 652,319,468

Profit Before Interest, Depreciation & Tax 131,173,726 134,038,212

Less : Interest 38,404,145 29,150,828

Less : Depreciation 35,732,831 33,554,699

Profit Before Tax 57,036,750 71,332,685

Less : Provision for Taxation including Deferred Tax Liability 18,222,690 25,145,858

Profit After Tax 38,814,060 46,186,827

Add : Amount brought forward from last year 24,835,124 16,577,692

APPROPRIATIONS :

Profit available for Appropriation 63,649,184 62,764,519

Proposed Dividend 6,800,000 6,800,000

Tax on Proposed Dividend 1,103,130 1,129,395

Transfer to General Reserve 30,000,000 30,000,000

Balance carried forward to Balance Sheet 25,746,054 24,835,124

MANAGEMENT REVIEW :

We expect Indian economy to clock a GDP growth rate around 8% with substantial investment in housing, infrastructure and industry. Demand for Company's products is expected to continue to clock double digit growth.

We continue to improve our systems and delivery both in domestic and export markets. With re-established marketing network, our top line has increased by 35%. However, due to increased expenses in sales and marketing, our profits before taxes have not shown commensurate growth. Our brand recall continues to provide us with confidence to maintain our performance and growth, in the coming year 2011-12.

During the year under review, Industrial relations continued to be harmonious. Your Company is following transparency and good corporate governance practices in all its operations.

The FOB value of exports during the year is Rs.1,049.35 lacs which was Rs.932.26 lacs in the previous year.

EMPLOYEE STOCK OPTION SCHEME (ESOP) :

In order to motivate the employees and to enable them to participate in the long-term growth and financial success of the organization, the Board has proposed to grant Employee Stock Options to employees/Directors through one or more Employee Stock Option Schemes, as per applicable SEBI Guidelines. This would also enable the Company to retain talent and to develop a sense of ownership among employees, who are the most valuable resources of the Company.

Pursuant to Section 81(1A) and other applicable provisions of the Companies Act, 1956, necessary resolution is placed for the approval of members at the ensuing Annual General Meeting.

DIVIDEND :

Your Directors are pleased to recommend a payment of dividend at the rate of 40 % for the year ended 31st March, 2011.

FIXED DEPOSITS :

During the year, the Company accepted Fixed Deposits of Rs.1,73,50,000/- and repaid the Fixed Deposits of Rs.6,22,000/-. Whereas, 16 deposit holders aggregating fixed deposits of Rs.3,38,000/- were due for repayment but remained unclaimed.

OTHER STATUTORY INFORMATION :

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "A" forming part of this report.

DIRECTORS :

Mr.M.L.Apte and Mr.S.C.Kirloskar, Directors retire by rotation on the date of the Annual General Meeting and being eligible, they offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information received from the management, confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) 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 detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT :

The Directors wish to acknowledge with deep sense of appreciation for continued efforts of Mr.Prakash Kulkarni, Managing Director and Mr.Dilip Kulkarni, Executive Director, in the progress of the Company.

The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. Your Directors also wish to express their thanks to all the employees for their contribution during the year.

For & On behalf of the Board of Directors

S.N. Inamdar Chairman

Place : Pune Date : 26th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 34th Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

2010 2009 Rs. Rs.

Turnover 652,319,468 614,467,405

Profit Before Interest, Depreciation & Tax 134,038,212 97,359,828

Less : Interest 29,150,828 29,580,628

Less : Depreciation 33,554,699 30,235,758

Profit Before Tax 71,332,685 37,543,442

Less : Provision for Taxation including Deferred Tax Liability 25,145,858 10,329,023

Profit After Tax 46,186,827 27,214,419

Add : Amount brought forward from last year 16,577,692 15,841,103

APPROPRIATIONS:

Profit available for Appropriation 62,764,519 43,055,522

Proposed Dividend 6,800,000 3,400,000

Tax on Proposed Dividend 1,129,395 577,830

Transfer to General Reserve 30,000,000 22,500,000

Balance carried forward to Balance Sheet 24,835,124 16,577,692

MANAGEMENT REVIEW / MARKETING / MANUFACTURING FACILITIES:

Indian economy has resumed its upward growth path. GDP growth forthe year 2009-10 is expected to be around 8% and for the forthcoming year 2010-11 in the region of 8.5- 9%. Power Tools demand is buoyant and likely to grow by 20% +. Blower demand - both domestic and export is expected to increase due to investments in infrastructure in our country.

Direct Marketing and Selling activities have demonstrated their usefulness in improved PBT which has increased from Rs.3.75 Crores in 2008-09 to Rs.7.13 Crores in 2009-10.

New winding line is commissioned in March, 2010.

Our improved performance and brisk demand has created enthusiasm and base for ambitious growth in coming future, both in domestic and exports for both power tools and blowers. We have plans to introduce new products and accessories as well as increase in motor business substantially in the coming year 2010-11.

During the year under review, industrial relations continued to be harmonious.

We feel changing attitude and culture is necessary and presents biggest challenge in building performance driven culture in the Company. Only when all the employees share our dream, we can make use of their and our channel partners potential, fully. Management is charged with new vigour and enthusiasm in facing these challenges.

MANAGEMENTCHANGES:

Mr. Dilip Kulkarni has assumed role of Executive Director of the Company with effect from 1st April, 2010. Mr. Dilip Kulkarni has spent over 32 years in the Company performing various roles and was the Whole-time Director before being appointed as Executive Director. The Board of Directors intend to professionalise the management of the Company and ensure continuity in its strategic and managerial approach.

EXPORTS:

Your Company is making continuous efforts in the export market. The FOB value of exports during the year is Rs. 932.26 lacs which was Rs.996.23 lacs in the previous year.

DIVIDEND:

Your Directors are pleased to recommend a payment of dividend at the rate of 40% for the year ended 31st March, 2010.

FIXED DEPOSITS:

During the year, the Company accepted Fixed Deposits of Rs. 1,650,000 and repaid the Fixed Deposits of Rs.4,655,000. Whereas, 21 deposit holders aggregating fixed deposits of Rs.355,000 were due for repayment but remained unclaimed.

OTHER STATUTORY INFORMATION:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "A" forming part of this report.

A statement of employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, is given in Annexure "B" forming part of this report.

DIRECTORS:

As mentioned in last years Annual Report, Mr.P.D.Gune, retired from Chairmanship and directorship of the Company. The Board of Directors would like to record their deep appreciation and gratitude for the valuable contribution and leadership provided by Mr.P.D.Gune former Chairman. He has been associated with the Company since its conception, first as a Director and later as Chairman of the Board of Directors. His business acumen, foresight and manufacturing knowledge is responsible for indigenising and assimilating power tool technology and evolution of cost effective manufacturing system that is at the heart of our Company, today. He has laid foundation for future growth of power tool company to sell power tools that are made in India by Indians by a company owned by Indians, and designed for the Indian consumer in mind.

The Board, in appreciation of his valuable contribution and long association, has appointed Mr. P. D. Gune as Chairman Emeritus of the Company w.e.f. from 26th May, 2009.

Mr.S.N.Inamdar and Mr.D.C.Shroff, Directors, retire by rotation on the date of the Annual General Meeting and, being eligible, they offer themselves for re-appointment.

In view of additional responsibilities, it is proposed to revise monthly remuneration to be paid to Mr. Prakash Kulkarni, Vice Chairman and Managing Director within overall limit of 5% of net profits, as per Item 6 of the Notice of the Annual General Meeting.

Due to change in the management structure of the Company, the greater responsibilities were assigned to Mr. Dilip Kulkarni, including the task of leading the team and normalising the working. Looking to his contribution for the achievement, it is proposed to revise the monthly remuneration to be paid to Mr. Dilip Kulkarni within overall limit of 3% of net profits and to change his designation from Whole-time Director to Executive Director, as per Item 7 of the Notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information received from the management, confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) 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;

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s.RG.Bhagwat, Chartered Accountants, Pune, Auditors of the Company, will retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT:

The Directors wish to acknowledge with deep sense of appreciation for continued efforts of Mr.Prakash Kulkami, Vice Chairman & Managing Director and Mr.Dilip Kulkarni, Executive Director, in the progress of the Company.

The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. Your Directors also wish to express their thanks to all the employees for their contribution, during the year.

For & On behalf of the Board of Directors

Place : Mumbai S.N. Inamdar

Date : 8th June, 2010 Chairman