TO THE SHAREHOLDERS
To,
The Shareholders,
It is with great pleasure that we present to you the 37th
Annual Report of 
Rexnord Electronics and Controls Ltd. for the fiscal year ending March
31, 2025. 
The consolidated performance of the Company and its Subsidiary has been
referred to wherever required. This year has been a testament to the Company's
unwavering commitment to excellence, innovation, and sustainable growth in the dynamic
field of Fan and Shaded Pole Motor manufacturing.

FINANCIAL HIGHLIGHTS:

(` in Lakhs, except EPS)

  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
For the year ended 31.03.2025
    
For the year ended 31.03.2024
    
For the year ended 31.03.2025
    
For the year ended 31.03.2024
  
  

    
Total revenue (Net of tax collected)
    
11004.39
    
9762.16
    
11000.71
    
9758.39
  
  

    
Profit before finance cost, depreciation
    1685.84 and amortization
    
1548.98
    
1680.42
    
1544.03
    

  
  

    
Finance costs
    
283.88
    
162.39
    
283.97
    
162.39
  
  

    
Profit before depreciation and amortization
    
1401.96
    
1386.60
    
1396.45
    
1381.64
  
  

    
Depreciation and amortization
    
679.00
    
372.88
    
681.23
    
375.35
  
  

    
Profit before exceptional items & tax
    
722.96
    
1013.72
    
715.22
    
1006.29
  
  

    
Less: Exceptional items
    
39.10
    
0.00
    
39.10
    
0.00
  
  

    
Profit before tax
    
683.86
    
1013.72
    
676.12
    
1006.29
  
  

    
Tax expense
    
176.98
    
262.86
    
176.98
    
262.86
  
  

    
Net profit after tax
    
506.88
    
750.86
    
499.14
    
743.43
  
  

    
Add: Other comprehensive income (net of tax)
    
0.84
    
(2.33)
    
0.84
    
(2.33)
  
  

    
Total comprehensive income
    
507.72
    
748.53
    
499.98
    
741.10
  
  

    
Balance brought forward
    
5130.66
    
4382.13
    
5008.21
    
4267.11
  
  

    
Balance carried forward
    
5638.38
    
5130.66
    
5508.19
    
5008.21
  
  

    

    
4.13
    
6.73
    
4.06
    
6.66
  
  

    

    
4.13
    
6.47
    
4.06
    
6.40
  


GRAPH OF THE FINANCIAL HIGHLIGHTS (STANDALONE) FOR THE LAST TWO YEARS 
COMPANY OVERVIEW:

Rexnord Electronics & Controls Limited a leading manufacturer
engaged in the design, development, and manufacture of a wide range of electric motors and
fan assemblies catering to refrigeration, HVAC, and appliance industries. The 
Company's product portfolio includes AC axial fans, DC brushless
(BLDC) fans, shaded-pole motors and Large Axial Fans, along with customized solutions for
condensers, evaporators, bottle coolers, commercial refrigerators, and air-conditioning
systems. By offering products that balance energy efficiency, durability, and
cost-effectiveness, Rexnord serves both domestic OEMs and international markets. Its
in-house manufacturing capabilities, combined with a focus on product innovation and
quality compliance, enable the Company to address the needs of diverse
applications—from cold-chain and food storage to ventilation and consumer appliances
while maintaining flexibility to adapt to evolving industry trends.

FINANCIAL REVIEW:

Your Board of Directors is delighted to report that Rexnord Electronics
and 
Controls Ltd. have delivered a reasonably good financial performance
during the year under review. Profit before Tax of the Company has decreased by 32.54%
from previous year, mainly because of increase of employee costs, finance costs,
depreciation and amortization expenses.
On Standalone Basis: Your Company achieved a Total Revenue of `
11004.39 lakhs as against ` 9762.16 lakhs in the previous Year. The total expenditure
during the Year under review was ` 10281.43 lakhs as against ` 8748.44 lakhs in the
previous Year. The Profit before tax was ` 683.86 lakhs as against `1013.72 lakhs
in the previous year and the Net Profit after tax was` 506.88 lakhs as against `
750.86 lakhs in the previous Year.
On Consolidated Basis: Your Company achieved a Total Revenue of
`11000.71 lakhs as against ` 9758.39 lakhs in the previous Year. The total expenditure
during the Year under review was ` 10285.49 lakhs as against ` 8752.10 lakhs in the
previous Year. The Profit before tax was` 676.12 lakhs as against ` 1006.29 lakhs
in the previous year and the Net Profit after tax was` 499.14 lakhs as against `
743.43 lakhs in the previous year.
This achievement underscores Rexnord's ability to generate
sustainable value for the stakeholders of the Company. Despite the challenges posed by the
global economic landscape, Rexnord has maintained strong profitability and liquidity,
ensuring sustainable growth and resilience in financial performance of the
Company.

FUTURE OUTLOOK:

Looking ahead, demand for AC axial fans, DC brushless (BLDC/EC)
fans, and shaded-pole motors remains constructive across refrigeration, HVAC, and
appliance end-markets relevant to Rexnord. AC axial fans should benefit from cold-chain
expansion, supermarket display cases, condensers/evaporators, and light industrial
ventilation, with a premium on low noise, higher static pressure, and corrosion-resistant
builds. DC brushless fans are set for the fastest growth as OEMs chase energy savings a
refrigerant transitions; this favours Rexnord's BLDC designs with integrated drivers,
smart control readiness, and high-efficiency aerodynamics supporting both domestic OEM
partnerships and export SKUs. 
Shaded-pole motors will remain a resilient value segment in bottle
coolers, small refrigerators, and merchandisers, where cost, robustness, and
serviceability matter; however, we anticipate gradual mix-shift toward BLDC in larger
platforms.
1. Technological Advancements and Innovation: Technological
advancements in AC axial fans, DC brushless fans, and shaded-pole motors are largely
driven by the industry's focus on higher energy efficiency, lower noise, and longer
service life. Manufacturers are adopting improved designs and materials to enhance
performance, ensure reliability in diverse operating conditions, and meet evolving
regulatory standards. There is also a growing shift towards compact, lightweight, and
environmentally friendly solutions, supporting sustainability goals and aligning with both
domestic and global market expectations.

2. Sustainability and Environmental Regulations: The
industry continues to place strong emphasis on sustainability and adherence to
environmental regulations. Global initiatives, such as the phasedown of high-GWP
refrigerants under the Kigali Amendment, and domestic policies promoting energy-efficient
appliances, are shaping product development and manufacturing practices. There is a
growing demand for components that consume less energy, generate lower emissions, and use
eco-friendly materials, ensuring compliance with stringent efficiency norms and
environmental standards. By aligning its products with these requirements, the Company is
well-positioned to contribute to a greener future while meeting customer and regulatory
expectations in both domestic and export markets.
In conclusion, the future outlook for the industrial fans and
refrigeration industry is promising, characterized by technological innovation,
sustainability initiatives, global expansion, and resilience in the face of challenges.
Rexnord Electronics and Controls Ltd. is well-equipped to capitalize on these
opportunities, driven by its commitment to innovation, quality, and customer satisfaction.
As the Company embark on this journey of growth and transformation, your Board of
Directors remain focused on creating sustainable value for the stakeholders of the Company
while contributing positively to the industries we serve.

CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the
Company.

DIVIDEND:

To consolidate the financial position of the Company, the Board does
not recommend any dividend for the year ended March 31, 2025.

TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits
earned during the Financial Year 2024-2025.

DEPOSITS:

The Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

SHARE CAPITAL OF THE COMPANY: Authorised Share Capital

The Authorised Capital of the Company as at March 31, 2025 was `1500
Lakhs (Rupees One Thousand Five Hundred Lakhs only) divided into 1,50,00,000 (One Crore
Fifty Lakhs) equity shares of `10/- each. There was no change in the Authorised Capital of
the Company during the year.

Issued, Subscribed and Paid-up Share Capital

The Paid-up Equity Share Capital as at March 31, 2025 was `1326 lakhs
divided into 1,32,60,000 Equity Shares, having face value of ` 10/- each fully paid up.

Conversion of Convertible Warrants into Equity Shares:

During the Year under review, the Paid-up Equity Share Capital of the
Company has been increased from `1116 lakhs divided into 1,11,60,000
Equity Shares, having face value of `10/- each to `1326 lakhs divided
into 1,32,60,000 Equity Shares having face value of `10/- each due to allotment of
21,00,000 (Twenty-One Lakhs) Equity Shares of `10/- each upon conversion of warrants at a
price of `109/- per shares including premium of `99/- per share, to the Promoter/Promoter
Group and Non-Promoter Groups on November 13, 2024.
During the year under review, the Company has not issued any shares or
convertible securities with differential voting rights nor has granted any stock options
or sweat equity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given and investment made by the Company which are
required to be disclosed in the financial statements of the Company as per the provisions
of section 186 (4) of the Companies Act, 2013 and Regulation 34 (3) read with Schedule V
to the SEBI (Listing Obligations and Disclosure 
Requirements) Regulations, 2015 (the SEBI Listing Regulations) are as
follows: A. Details of investments made by the Company outstanding as on 31st
March, 2025: i. Investments in Equity Shares: 
(` in Lakhs)

  

    
Name of entity
    
Amount as at March 31, 2025
  
  

    
Rexnord Enterprise Private Limited (Wholly
    
200.00
  
  

    
Owned Subsidiary) of face value of ` 10/-
    each
    

  
  

    
Infosys Limited of face value of ` 5/- each
    
0.08
  

B. Details of loans given by the Company to its wholly owned subsidiary
outstanding as on 31st March, 2025: (` in Lakhs)

  

    
Name of entity
    
Amount as at March 31, 2025
  
  

    
Rexnord Enterprise Private Limited
    
27.00
  

C. The Company has also granted loans to its employees other than
directors in accordance with the Remuneration Policy of the Company. The Outstanding loans
to employees as on 31st March 2025 are ` 4.72 lakhs.
D. The Company has not given any guarantee and provided any security in
accordance with Section 186 of the Companies Act, 2013 read with the
Rules issued there under.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) DIRECTORS i)
Composition:

The Board of Directors includes the Executive and Independent Directors
so as to ensure proper governance and management. 
The Board consists of Six (6) Directors comprising of Three (3)
Executive Directors including One (1) Woman Director and Three (3) Independent Directors
as on March 31, 2025. ii) Appointment:

Independent Non-Executive Director:

The Company has appointed Mr. Mahendra Dagadu Sonawane (DIN: 10160742)
as a Non-Executive Independent Director, for a term of 5 years commencing from April 1,
2024. This appointment was duly approved by the shareholders through the Postal Ballot
process, which concluded on August 10, 2023. iii) Re-appointments:

Director liable to retire by rotation:

In accordance with the provisions of Section 152 (6) of the Companies
Act, 2013 and the Articles of Association of the Company, Mrs. Nainy Tanna, Whole-Time
Director of the Company, retires by rotation, and being eligible, has offered herself for
reappointment. Based on the confirmations received, none of the Directors are disqualified
for appointment under Section 164(2) of the Companies Act, 2013. b) KEY MANAGERIAL
PERSONNEL:


The Company is having the following persons as the Key Managerial
Personnel.

  

    
Sr. No. Name of Personnel
    
Designation
  
  

    
1. Mr. Kishorechand Talwar
    
Chairman & Managing Director
  
  

    
2. Mr. Kundan Talwar
    
Chief Financial Officer
  
  

    
3. Mrs. Shweta Kalantri
    
Company Secretary & Compliance Officer
  


DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their
respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8)
of the Listing Regulations and have confirmed that they fulfill the independence criteria
as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations
and have also confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence.
Further, the Board after taking these declarations/disclosures on
record and acknowledging the veracity of the same, concluded that the Independent
Directors are persons of integrity and possess the relevant expertise and experience to
qualify as Independent Directors of the Company and are Independent of the Management. The
Independent Directors have also confirmed that they have complied with the Company's
Code of Business Conduct & Ethics.

SUBSIDIARIES & ASSOCIATE COMPANIES AND JOINT VENTURE:

The Company has One (1) Wholly Owned Subsidiary Company i.e., Rexnord
Enterprise Private Limited within the meaning of Section 2(87) of the Companies Act, 2013.
The Subsidiary Company is carrying on the business of Agro &
Trading Activities and the Company holds 100% of the Equity Share Capital in Rexnord
Enterprise Private Limited as on March 31, 2025.
Pursuant to provisions of Section 129(3) of the Act read with rule 5 of
the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of its Subsidiary Company in Form AOC-1 forms part of this Annual
Report and is appended as Annexure ‘A'.
The Company does not have joint venture or associate companies within
the meaning of Section 2(6) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in
accordance with Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the
Company for the year ended March 31, 2025 along with
Auditors' Report forms part of this Annual Report.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Audited Annual Report of the Company, containing therein its standalone and
the consolidated financial statements has been placed on the website of the
Company, at https://www.rexnordindia.com/Annual-report.aspx
Further, as per fourth proviso of the said section, Audited Annual
Accounts of the subsidiary company has also been placed on the website of the Company, at
https://www.rexnordindia.com/subsidiary_company.aspx Shareholders interested in obtaining
a copy of the Audited Annual Accounts of the subsidiary company may write to the Company
at the Company's registered office.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, read with the applicable
Rules, the Annual Return in the prescribed format can be accessed at https://www.
rexnordindia.com/AGM-Compliance.aspx

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Six (6) times in the financial year. The
details of the Board Meetings and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of the Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Companies Act, 2013. Presently, the Company has following Committees of the Board of
Directors: Audit Committee

Nomination & Remuneration Committee

Stakeholders' Relationship Committee Corporate Social
Responsibility Committee
The details with respect to the composition, meetings, powers, roles,
terms of reference, etc. of these Committees are given in the ‘Corporate Governance
Report' of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors
Responsibility statement it is hereby confirmed: a) that in the preparation of the annual
accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any; b) that the Directors had 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 and loss of company for
that period; c) the Directors had 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 had prepared the annual accounts on a going concern basis; e) the
Directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and f)
the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations the company has implemented a system of evaluating
performance of the Board of Directors and of its committees and individual directors on
the basis of evaluation criteria suggested by the Nomination and Remuneration Committee
and the SEBI Listing Regulations. Accordingly, the Board has carried out an evaluation of
its performance after taking into consideration various performance related aspects of the
Board's functioning, composition of the Board and its Committees, culture, execution
and performance of specific duties, remuneration, obligations and governance. The
performance evaluation of the Board as a whole, Chairman and Executive Directors was also
carried out by the Independent Directors in their meeting held on February 14, 2025.
Similarly, the performance of various committees, individual
Independent and Executive Directors was evaluated by the entire Board of Directors
(excluding the Director being evaluated) on various parameters like engagement, analysis,
decision making, communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance
of the Board, its committees and individual directors.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment, remuneration
and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed
in the Corporate Governance report, which forms part of the Annual Report and is also
available on the Company's website viz. https://www. rexnordindia.com/Policies.aspx

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the
business and in compliance with the provisions of Section 188 of the Companies Act, 2013
and SEBI Listing Regulations. Further, disclosure in Form AOC 2 is not given as the
Company has not entered into any material significant related party transactions with
Promoters, Key Managerial Personnel or other designated persons as per the materiality
defined by the Board.
All Related Party Transactions are placed on a quarterly basis before
the Audit
Committee for which Omnibus approval was obtained from the Committee
and also before the Board for approval.
The Policy for determining the materiality of related party
transactions and dealing with related party transactions as approved by the Board is
uploaded on the Company's website https://www.rexnordindia.com/Policies.aspx

AUDITORS: a) Statutory Auditor

Members of the Company at the Annual General Meeting (‘AGM')
held on September 27, 2022 approved the appointment of M/s. R. S. Agrawal & Associates
(Firm Registration No. 100156W), Chartered Accountants, as Statutory Auditors for a term
of five (5) years commencing from the conclusion of the 34th Annual General Meeting till
the conclusion of the 39th Annual General Meeting to be held in 2027.
M/s. R. S. Agrawal & Associates, Chartered Accountants has
confirmed that they are eligible to continue as Statutory Auditors of the Company to audit
the books of accounts of the Company for the Financial Year ending March 31, 2026 and
accordingly M/s. R S Agrawal & Associates, Chartered
Accountants will continue to be the Statutory Auditors of the Company
for Financial Year ending March 31, 2026. Further, they have confirmed that they hold a
valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI).
The Auditors' Report for financial year 2024-2025 on the financial
statements forms part of this Annual Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. 
The other observations made by the Statutory auditors in their reports
on standalone and consolidated financial statements read with notes to the standalone and
consolidated financial statements are self-explanatory and therefore do not call for any
further comments. The Auditors have also confirmed that they satisfy the independence
criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of
Chartered
Accountants of India. The Auditors attend the Annual General meeting of
the Company.
During the year under review, the Statutory Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit
Committee has appointed M/s. R J Rathi & Co. Chartered Accountants, as internal
auditors of the Company for the financial year ending 31st March, 2026. c) Secretarial
Auditor


The Secretarial Audit was carried out by M/s. GMJ & Associates,
Company Secretaries for the Financial Year 2024-2025. The Report given by the
Secretarial Auditors is annexed as Annexure ‘B' to
this Report. There has been no qualification, reservation or adverse remark or disclaimer
in their
Report.
During the year under review, the Secretarial Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
The Board of Directors has, on the recommendation of the Audit 
Committee, appointed M/s. GMJ & Associates, Company Secretaries, as
the Secretarial Auditor of the Company for the term of five consecutive years to hold
office from April 1, 2025, till March 31, 2030 (i.e. FY 25 26 till FY 29-30). As required
under Regulation 24A of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the appointment of a Secretarial Auditor needs to be approved by the 
Members of the Company at the ensuing Annual General Meeting. The
Company has received their written consent that the appointment is in
accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an
audit for the Financial Year ended March 31, 2025 for all applicable compliances as per
the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued
thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company
Secretaries will be submitted to the Stock Exchange within 60 days of the end of the
Financial Year. d) Cost Auditor:


Pursuant to the provisions of Section 148 of the Companies Act 2013
read with Rules made thereunder, Cost Audit was not applicable to the 
Company for the Financial 2024-2025.
However, the Cost Audit applicability criteria are met for the
Financial Year 2025-2026, pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, therefore the cost records
maintained by the Company are required to be audited.
Accordingly, the Board of Directors has on the recommendation of the
Audit Committee, appointed M/s. Krishna S & Associates, Cost Accountants, Firm
Registration No. 100939, a firm of Cost Auditors for conducting the audit of cost records
and for preparing Compliance Report for the Financial Year 2025-2026.
M/s. Krishna S & Associates, have confirmed that their appointment
is within the limits of Section 141(3)(g) of the Companies Act, 2013, and Rules made
thereunder, and have also certified that they are free from any disqualifications
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of
the Act.
As required under the Companies Act, 2013, the remuneration payable to
the Cost Auditors is required to be ratified by the Members of the Company at the ensuing
Annual General Meeting.
During the year under review, the cost records as specified by the
Central Government pursuant to sub section (1) of Section 148 of the Act and rules made
thereunder, have been made and maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 for Corporate
Social Responsibility (CSR) are applicable to the Company for the Financial Year 2024-2025
and accordingly, the Company has in place the Corporate Social
Responsibility Committee.
The brief outline of the Corporate Social Responsibility (CSR) policy
of the
Company and Annual Report on CSR activities during the year under
review are set out in Annexure ‘C' of this report. For other details
regarding the CSR
Committee, please refer to the Corporate Governance Report, which is a
part of this report. The CSR policy is available on the website of the Company at
https://www.rexnordindia.com/Policies.aspx The role of the committee has been defined as
per section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Schedule VII thereof.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of business ethics. In
recognition thereof, the Board of Directors has implemented a Code of Conduct for
adherence by the Directors, Senior Management Personnel and
Employees of the Company. This Code of Conduct deals with ethical
issues and also foster a culture of accountability and integrity. The Code is in
accordance with the requirements of Listing Regulations has been posted on the
Company's website https://www.rexnordindia.com/Policies.aspx All the Board Members
and Senior Management Personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure ‘D' & ‘E' forms part of this Report.

REXNORD ESOP 2023:

The Members of the Company at the 35th Annual General Meeting have 25-
approved the ‘Rexnord Electronics & Controls - Employee Stock Option Plan
2023' ("REXNORD ESOP 2023") extending it to the employees of Holding
Company, its Subsidiary Company(ies) and/ or Associate Company(ies), Group Company(ies)
[present and future], for grant of employee stock options from time to time, in one or
more tranches.
Further the members also approved the Grant of Options to issue
securities equal to or exceeding one per cent (1%) but not exceeding two per cent (2%) of
the issued capital of the Company during any one year to identified Employees under
‘Rexnord Electronics & Controls - Employee Stock Option Plan 2023'. As on
March 31, 2025, the Company has not issued any equity shares pursuant to the REXNORD ESOP
2023.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The internal audit functions of the 
Company are carried out by a firm of Chartered Accountants. The scope
and authority of the Internal Audit function is defined by the Audit Committee. The
Internal Auditors reports to the Chairman of the Audit Committee of the
Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
Based on the report of internal auditors, the Company undertakes
corrective action in their respective areas and thereby strengthens the controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING:

The Company has documented its internal financial controls considering
the essential components of various critical processes, physical and operational. This
includes its design, implementation and maintenance, along with periodical internal review
of operational effectiveness and sustenance, which are commensurate with the nature of its
business and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention of
errors, accuracy and completeness of the accounting records and the timely preparation of
reliable financial information. The internal financial controls with reference to the
financial statements were adequate and operating effectively.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner; your
Company periodically assesses risks in the internal and external
environment, along with the cost of treating risks and incorporates risk treatment plans
in the strategy, business and operational plans.
The Company has a Risk Management Policy with the Objective to
formalize the process of Identification of Potential risk and adopt appropriate risk
mitigation measures through a risk management structure. The Policy is a step by the
Company towards strengthening the existing internal controls and
updating the same as may be required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and Employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's 
Code of Conduct or Ethics Policy. The policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel
of the Company have been denied access to the Audit 
Committee. The Whistle Blower Policy has been posted on the website of
the Company https://www.rexnordindia.com/Policies.aspx

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK 
PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has a Policy on prohibition, prevention and redressal of
sexual harassment of women at workplace and matters connected therewith or incidental
thereto covering all the aspects as contained under "The Sexual Harassment of Women
at Work Place (Prevention, Prohibition and Redressal) Act, 2013".
During the financial year 2024-2025, no complaint was received under
the policy.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY 
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:

A. CONSERVATION OF ENERGY:

Efficient use of energy in all form has been a consistent corporate
trust in the Company. Better maintenance of equipment's, improved operating practice
and installation of most modern machinery has resulted in lot of saving in energy cost and
consumption of raw materials.
(i) The Company is consistently doing research in the field of saving
energy by implementing new cost-effective ideas. The steps taken during the year for
conservation of energy are as under:
- Due consideration has been given to energy consumption while
procuring equipment's.
- As a responsible Corporate Citizen and in adherence to our climate
change strategy, Company is continuously taking effective steps to conserve energy.
- With the installation of solar energy plant, the Company is saving a
substantial cost of power consumption.
- Except the emergency lights, all lights and electrical gadgets are
turned off after working hours and on holidays at office premises of the Company to help
in minimizing the energy consumption.
(ii) The Steps taken by the Company for utilizing alternate source of
energy: The Company is constantly exploring avenues for cost saving as an ongoing process.
(iii) The Capital invested on energy equipment's: NIL

B. TECHNOLOGY ABSORPTION: a) Research & Development

The Research & Development department of the Company has been
arduously working to provide quality and value for money to the customer in keeping with
market trends. Research and Development is being carried out in the following areas. l
Making design modifications in the products so as to simplify the manufacturing process
and enhance productivity. l Developing Jigs, Fixtures and devices to increase
productivity. l Improvements to tool design. l Up gradation of machines. l
Design and development of special machines required for increasing capacity. l
Development of equipment required for testing product reliability at various stages. b)
Technology absorption, adaptation and innovation.


Technology for the manufacture of Instrument Cooling Fans of various
sizes has been successfully absorbed.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earnings and expenditure
during the Financial Year 2024-2025 is as under:

  

    
Particulars
    
2024-2025
    
2023-2024
  
  

    
Foreign Exchange Earning
    
1457.35
    
1301.36
  
  

    
Foreign Exchange Outgo
    
3499.80
    
2751.05
  


ENVIRONMENT AND SAFETY:

The Company is committed to: l Maintain an organizational
culture of Health, Safety & Environmental excellence by conducting its business in a
manner that will promote consistent development. l Safe work, resource
conservation, waste management and emergency response measures for continual improvement
in performance. l Design, construct, operate & maintain its facilities while
assuring the best material and service quality and operate in a way that mitigates and
minimizes risks and hazards. l Prevention of ill-health, injuries and pollution by
adopting best practices, carrying out periodic risk assessments, reviews, inspections and
providing awareness to employees and concerned stakeholders.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also the Central
Depository Services Limited (CDSL). As a result, the investors have an option to hold the
shares of the Company in a dematerialized form in either of the two 
Depositories. The Company has been allotted ISIN No. INE687C01012.
Shareholders therefore are requested to take full benefit of the same and lodge their
holdings with Depository Participants [DPs] with whom they have their
Demat Accounts for getting their holdings in electronic form.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE 
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There were no significant or material orders which were passed by the
Regulators or Courts or Tribunals which impact the going concern status
and the Company's operations in future.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Pursuant to Regulation 15(2) read with Schedule V of SEBI Listing
Regulations the Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate Annexure's
‘F' & G', together with the Certificate from the Auditors of the
Company regarding compliance with the requirements of Corporate Governance as stipulated
in Listing Regulations.
The Company is complying with the Regulations of SEBI Listing
Regulations with regard to Corporate Governance and reports to that effect are regularly
filed with the Stock Exchange.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2)
of the SEBI Listing Regulations is not applicable to the Company for the financial year
ending March 31, 2025.

FINANCIAL YEAR:

The Company and its subsidiary Company in India have been following
April to 
March as the Financial Year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the
Institute of 
Company Secretaries of India on Board Meetings and Annual General
Meetings.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING 
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR.

During the year under review, no such application or proceeding has
been initiated or pending against the Company. The requirement to disclose 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 is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT 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.

The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.

ISO CERTIFICATION:

The Company's products are awarded as ISO 9001:2015 Certification.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's
shareholders, customers, suppliers, bankers and distributors for the support they have
given to the Company and the confidence, which they have reposed in its management and the
employees for the commitment and dedication shown by them.

  

    
For and on behalf of the Board of Directors
  
  

    
REXNORD ELECTRONICS AND CONTROLSLIMITED
  
  

    
KISHORECHAND TALWAR
  
  

    
CHAIRMAN & MANAGING DIRECTOR
  
  

    
(DIN: 00351751)
  
  

    
Registered Office:
  
  

    
92-D Govt. Ind. Estate,
  
  

    
Charkop, Kandivali (W)
  
  

    
Mumbai - 400 067
  
  

    
Date: May 30, 2025