Escorts Director Report

The Directors have pleasure in presenting this Integrated Annual Report (‘Annual Report'') of the Escorts Kubota Limited (“Escorts” or “Company”) along with the Company''s audited financial statements (standalone and consolidated) for the financial year ended on March 31,2024.

Financial Results				(Rs. Crores)
Particulars	Standalone		Consolidated
	Year ended on March 31, 2024	Year ended on March 31,2023	Year ended on March 31,2024	Year ended on March 31,2023
Revenue from operations	8,776.74	8,344.95	8,849.62	8,428.69
Other income	398.30	280.56	398.59	280.93
Total income	9,175.04	8,625.51	9,248.21	8,709.62
Profit from operations before Interest, Depreciation, Exceptional Items & Tax	1,567.08	1,060.98	1,581.64	1,050.97
Finance Cost	10.84	10.26	13.72	13.27
Profit from operations before Depreciation, Exceptional Items & Tax	1,556.24	1,050.72	1,567.92	1,037.70
Depreciation & Amortization	166.44	148.43	166.90	150.06
Profit from operations before Tax and Exceptional items	1,389.80	902.29	1,401.02	887.64
Exceptional Items	-	97.16	-	53.05
Profit Before Tax	1,389.80	805.13	1,401.02	834.59
Tax Expense	352.65	198.15	351.94	197.94
Net Profit for the period	1037.15	606.98	1,049.08	636.65

Financial Performance/ State of Company Affairs

The brief highlights of the Company''s performance (Standalone) for the financial year (‘FY'') ended March 31,2024 are:

'' 9,175.04 crores

Total income of the Company for FY 2023-24 stood at '' 9,175.04 crores ('' 8,625.51 crores in FY 2022-23)

'' 1,567.08 crores

Profit from operations before Interest, Depreciation, Exceptional Items & Tax stood at '' 1,567.08 crores.

'' 1,389.80 crores

Profit from operations before Tax (PBT) stood at '' 1,389.80 crores. Net profit for the period stood at '' 1,037.15 crores.

Our Company sold 95,858 tractors during the year under review as against 1,03,290 tractors sold during the last financial year.

The brief highlights of the Company''s performance (Consolidated) for the financial year ended March 31, 2024 are:

• Total income of the Company for FY 2023-24 stood at '' 9,248.21 crores ('' 8,709.62 crores in FY 2022-23)

• Profit from operations before Interest, Depreciation, Exceptional Items & Tax stood at '' 1,581.64 crores

• Profit from operations before Tax (PBT) stood at '' 1,401.02 crores. Net profit for the period stood at '' 1,049.08 crores

The details on the individual businesses of the Company are provided in the Management Discussion & Analysis section provided in this Annual Report.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the “SEBI Listing Regulations”), the Management Discussion and Analysis is set out in this Annual Report and provides a detailed analysis on the performance of individual businesses and their outlook.

Dividend

Based on the Company''s performance, your Directors are pleased to recommend, for approval of the members, Dividend @180% per share of face value of '' 10/- each (i.e. '' 18.00 per share) for the financial year ended March 31, 2024, payable on all outstanding shares.

The dividend payout is subject to the approval of members at the ensuing Annual General Meeting (“AGM”).

The dividend payout for the period under review has been formulated in accordance with shareholders'' aspirations and the Company''s Dividend Distribution Policy to pay sustainable dividend linked to long-term growth objectives of the Company to be met by internal cash accruals.

The record date for the purpose of dividend will be July 05, 2024.

The dividend distribution policy is available on the following web link https://www.escortskubota.com/images/pdf/ Dividend-Distribution-Policy.pdf.

Transfer to Reserves

During the year ended March 31,2024, no amount (previous year: nil) transferred to general reserves.

Employee Stock Option Scheme (ESOS)

The Escorts Employees Stock Option Scheme (“Scheme”) is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”) and there were no change to the scheme during FY 2023-24.

The Scheme is being implemented in accordance with the SBEB Regulations and the resolution(s) passed by the members. The Secretarial Auditors Certificate would be

available during the Annual General Meeting for inspection by the members. The details as required to be disclosed under the Companies Act, 2013 (hereinafter referred as “the Act”) and/ or SBEB Regulations would be available on the Company’s website at www.escortskubota.com/other-documents.html.

Further, the Board at its meeting held on March 14, 2024 has approved the acceleration of unvested options and accordingly 1,16,640 unvested options has been vested with the eligible employees as on March 31, 2024 on pro rata basis and 80,549 unvested options has been cancelled. The other details pertaining to the above are provided in note 38 of the Notes to Accounts of Standalone Financial Statement of the Company.

Change in Share Capital

During the FY 2023-24, the Company extinguished/ cancelled 2,14,42,343 Equity Shares of nominal value '' 10/- each held by Escorts Benefits and Welfare Trust (EBWT) without payment of any consideration, pursuant to the ‘Scheme of Reduction of Share Capital’ (“Second Capital Reduction”), approved by National Company Law Tribunal (NCLT), Chandigarh Bench vide its order dated May 25, 2023. Consequently, the paid-up equity share capital of the Company, after said Second Capital Reduction stood at '' 110,49,82,610 consisting of 11,04,98,261 equity shares of '' 10/- each.

Merger & Amalgamation

In accordance with the directions of the National Company Law Tribunal (NCLT), Chandigarh Bench given vide its order dated October 16, 2023 on first motion petition submitted by Company, the scheme of amalgamation (“Scheme”) among and between Escorts Kubota India Private Limited, Kubota Agricultural Machinery India Private Limited and the Company, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, has been approved by NCLT convened shareholders and creditors meetings of the Company held on December 02, 2023. Subsequently, second motion petition was filed on December 11,2023 before the NCLT. However, the final order of the NCLT is awaited.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred as “the Act”) and Articles of Association of the Company, Mr. Hardeep Singh (DIN: 00088096), Mr. Dai Watanabe (DIN: 08736520) and Mr. Yasukazu Kamada (DIN: 09634701), Directors of the Company, retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, offer themselves for re-appointment. The shareholders at AGM held on July 14, 2023, had appointed Dr. Rupinder

Singh Sodhi (DIN: 03179002) as an Independent Director in place of Mr. Sutanu Behuria (DIN: 00051668), whose tenure had been completed at the last AGM.

Further, the tenure of Mr. Sunil Kant Munjal (DIN: 00003902), Independent Director is expiring in the ensuing AGM i.e. completing his first term. The Board of Directors, on recommendation of Nomination, Remuneration and Compensation Committee (“NRC”), in their meeting held on May 09, 2024 had recommended the re-appointment of

Mr. Munjal as an Independent Director for second term for 5 years for approval of members of the Company at the ensuing AGM.

Further, the tenure of Ms. Tanya Arvind Dubash (DIN: 00026028), Independent Director is expiring on January 28, 2025. Ms. Dubash was appointed as an Independent Director for a period of 5 years w.e.f. January 29, 2020 and completing the first term which will be ending on January 28, 2025. The Board of Directors, on recommendation of NRC, in their meeting held on May 09, 2024 had recommended the re-appointment of Ms. Tanya Arvind Dubash as an Independent Director for second term of 5 years effective from January 29, 2025 for approval of members of the Company at the ensuing AGM.

Further, the tenure of Ms. Nitasha Nanda (DIN: 00032660), Whole-time Director of the Company is expiring on January 15, 2025. The Board of Directors, on recommendation of NRC, in their meeting held on May 09, 2024 had recommended the re-appointment of Ms. Nitasha Nanda as a Whole-time Director of the Company, liable to retire by rotation, for a period of 3 years effective from January 16, 2025 for approval of members of the Company at the ensuing AGM.

Further, Mr. Yuji Tomiyama (DIN: 08779472) and Mr. Shiro Watanabe (DIN: 09588547), Non - Executive Nominee Directors had resigned, due to their pre-occupation in other professional assignments, from the Board on February 08, 2024 , and in their place, the Board, on the recommendation of NRC, have appointed Mr. Nobushige Ichikawa (DIN: 09570234) and Mr. Shingo Hanada (DIN: 10484929) as an additional Non - Executive Nominee Directors, effective from February 08, 2024, liable to retire by rotation. Subsequently, the shareholders of the Company have approved the appointment of said directors, vide postal ballot notice dated February 08, 2024 on March 21,2024.

Mr. Satyendra Chauhan, Company Secretary and Compliance Officer of the Company has resigned w.e.f. February 29, 2024 and in his place Mr. Arvind Kumar has been appointed as a Company Secretary and Key Managerial Personnel of the Company and Mr. Vicky Chauhan has been appointed as the Compliance Officer of the Company.

The Company has received declarations from all Independent Directors of the Company that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulations 16 and 25 of SEBI Listing Regulations and there has been no change in the circumstances affecting their status as independent

directors of the Company. The Company has also received a declaration from all the independent directors that they have registered their names in the independent director data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company.

The Board at its meetings held on May 10, 2023 and March 14, 2024 has reviewed and made requisite amendment(s) in the Policy on Appointment and Removal of Director''s and Members of Senior Management. Further, the Board at its meeting held on May 10, 2023 has reviewed and made requisite amendment(s) in the Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other Employees. The Policy on Appointment and Removal of Director''s and Members of Senior Management and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other Employees are annexed as Annexure - A and Annexure - B respectively and forms an integral part of this Report.

Annual performance evaluation of the Board, its committees and individual directors (including independent directors) pursuant to the provisions of the Act and the Corporate Governance requirements under SEBI Listing Regulations have been carried out. In accordance with the Policy, and the process, given in Corporate Governance Report, was followed by the Board for evaluation of its own performance and its committees and individual directors including independent directors.

The Board of Directors in their meeting held on May 09, 2024, has recommended, to the Shareholder for their approval in ensuing AGM, the payment of commission to the nonexecutive directors (including independent directors) up to 1% of net profits of the Company for a period of 5 years.

The Company has devised a process whereby various presentations/ programs are being conducted to familiarize the directors with various developments at Industry level, new business initiatives and organization strategies, policy on Business Responsibility & Sustainability Principles etc. The details of program for familiarization of independent directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company - www.escortskubota. com/investors/overview.html.

The Company recognizes and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help to retain it''s competitive advantage.

The brief resumes, justification where ever is applicable, and other details relating to the directors who are proposed to be appointed/ re-appointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure I to the Notice of the 78th AGM.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are provided as Annexure - C and forms an integral part of this Report.

Corporate Governance

Corporate Governance is about maximizing shareholders value, ethically and sustainably. At Escorts Kubota the goal of corporate governance is to ensure fairness for every stakeholder. Your Company believes that strong corporate governance is critical to enhancing and retaining investor trust. Your Company also endeavors to enhance long term shareholder value and respect minority rights in all its business decisions.

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policies conforming to international standards. Pursuant to Regulation 34(3) of the SEBI Listing Regulations, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance from Company Secretary in Practice are enclosed as Annexure - D and forms an integral part of this Report. Further, other governance related disclosures are available on the website of the Company at www.escortskubota.com/ investors/overview.html.

Corporate Social Responsibility (CSR)

The key philosophy of all CSR initiatives of the Company is to make CSR a key business process for sustainable development of the society. The initiatives aim at enhancing welfare measures of the society based on the immediate

and long term social and environmental consequence of its activities. The Company intends to undertake other need-based initiatives in compliance with Schedule VII of the Act.

The CSR Policy may be accessed on the Company''s website at www.escortskubota.com/investors/governance.html. During the year, the Company has spent '' 17.72 crores. (Refer note 29 of the standalone financial statement).

For constitution and other details of the CSR Committee, please refer Report on Corporate Governance annexed as Annexure - D to this Report.

The Annual Report on CSR activities is enclosed as Annexure - E and forms an integral part of this Report.

Consolidated Financial Statement

The Consolidated Financial Statement have been prepared in accordance with the Act and Indian Accounting Standard (“IND AS”) - 110 applicable to the Consolidated Financial Statement read with IND AS-28 on Accounting for Investments in Associates and IND AS-31 on Financial Reporting of Interests in Joint Ventures issued by The Institute of Chartered Accountants of India. The Audited Consolidated Financial Statement along with the Auditors'' Report thereon are annexed with this Report.

Subsidiaries, Joint Ventures and Associate Companies

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary(ies) and associate(s) companies in Form AOC-1 is provided in this Report. The statement also provides details of performance and financial position of each of the subsidiaries and associates. Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.escortskubota.com/ investors/annual-reports.html. The Consolidated Financial Statement presented by the Company include the financial results of its subsidiary and associate companies.

In terms of the Company’s Policy on determining “material subsidiary”, during the financial year ended March 31,2024, there is no material subsidiary of the Company whose income or net worth exceeds 10% of the consolidated income or net worth of the Company in the immediately preceding Financial Year.

Further, during the FY ended on March 31, 2024, the Company has incorporated Escorts Kubota Finance Limited, as a wholly owned subsidiary company on January 09, 2024 to do the captive finance business, subject to the receipt of registration certificate from Reserve Bank of India and other necessary approvals.

The details of the above investments/ disinvestment are provided in note 7 of the Notes to Accounts of Standalone Financial Statements of the Company.

Downstream Investment

The Company has made a downstream investment of '' 20 crores in Escorts Kubota Finance Limited, wholly owned subsidiary company of the Company, in compliance with the applicable provisions of the laws, rules and regulations. Further, the requisite filing/ intimation and auditor''s certificate in this regard yet to be filed/ obtained.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions.

The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as Annexure - F to this report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions may be accessed on the Company''s website at www.escortskubota.com/ investors/governance.html.

Your Directors draw attention of the members to note 45 in the notes to accounts in the standalone financial statement and to note 44 in the notes to accounts in the consolidated financial statement which sets out related party disclosures.

Auditors and Auditors’ Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the shareholders of the Company at the 76th AGM held on July 14, 2022 had re-appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, New Delhi (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Company for a period of 5 years i.e. upto the conclusion of AGM to be held in the year 2027.

The comments given by M/s. Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors, in their report read together with notes to Accounts for the FY ended March 31, 2024 are self-explanatory and hence, do not call for any further explanations or comments under Section 134 of the Act.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 neither the Statutory Auditors nor Secretarial Auditors nor Cost Auditors have reported any incident of fraud to the Audit Committee or the Board during the year under review.

Cost Auditors

Pursuant to the Section 148 of the Act read with rule thereunder, your Company is required to maintain the Cost records and the said cost records are required to be audited.

The Company is maintaining all the aforesaid Cost records.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. Ramanath Iyer and Co., Cost Accountants (Firm Registration No. 000019), as Cost Auditors of the Company for conducting the audit of cost records for the FY 2024-25.

The due date of filing the Cost Audit Report for the year ended on March 31,2023 was September 30, 2023 and the same had been filed on August 29, 2023.

Secretarial Auditors

The Board had appointed M/s. Jayant Gupta and Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for the FY 2023-24.

The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is annexed herewith as Annexure - G and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

The Board has also re-appointed M/s. Jayant Gupta and Associates, Practicing Company Secretaries to conduct secretarial audit of the Company for the FY 2024-25.

Risk Management

The Risk Management Committee of the Board has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, sustainability, cyber security, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company has laid down a Risk Management Policy and the same is available on the website of the Company at www.escortskubota.com/investors/governance.html.

The details of constitution of Risk Management Committee of the Company is provided in Report on Corporate Governance at Annexure - D of the Directors'' Report.

Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal financial controls including with reference to financial statement and for ensuring the orderly & efficient conduct of its business.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Disclosures Meetings of the Board

Seven meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed as Annexure - D to this Report.

Audit Committee

For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as Annexure - D to this Report.

All the recommendations made by the Audit Committee were accepted by the Board.

CSR Committee

For constitution and other details of the CSR Committee, please refer Report on Corporate Governance annexed as Annexure - D to this Report.

Annual Return

The Annual Return for FY 2023-24* is available on the Company''s website at www.escortskubota.com/other-documents.

*Ensuing AGM related information i.e. attendance etc. to be updated after AGM.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of effected Director(s) and Employee(s). In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been reviewed and noted by the Board during the year at its meeting held on February 08, 2024 and is available on Company''s website at www.escortskubota.com/investors/governance.html.

The Board has also adopted the Anti-Bribery Policy and the same is available on Company''s website at www.escortskubota.com/investors/governance.html.

Registrar and Share Transfer Agent

The share transfer and related activities are being carried out by M/s. KFin Technologies Limited (earlier KFin Technologies Private Limited), Registrar and Share Transfer Agent from the following address:

M/s. KFin Technologies Limited Selenium Building, Tower B, Plot No. 31-32,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddy, Telangana - 500032

Particulars of Loans given, Investments made, Guarantees given and Securities provided

A statement regarding Loans/ Guarantees given and Investments made and Securities provided covered under the provisions of the Section 186 of the Act is made in the notes to the financial statement.

Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the prescribed limits are available with the Company Secretary.

In terms of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - H and forms an integral part of this Report.

Public Deposits

The Company has not accepted/ renewed any Fixed Deposit during the financial year under review and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Accordingly, the Company has transferred '' 16.84 Lacs, pertaining to unclaimed dividend, during the period under review, to IEPF.

Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred 47,068 shares, during the period under review, to IEPF. The detailed information is available at our website at www. escortskubota.com/investors/overview.html.

As on March 31, 2024, no unclaimed deposits are pending which required to be transferred to IEPF.

Credit Rating

The present credit rating of the Company is as under:

CRISIL Limited reaffirmed long term rating as “AA with stable outlook” and Short-Term rating as “A1 ”

During the year, the Company had requested ICRA Limited to withdraw the credit rating granted during the year 2023 i.e. long term rating as “AA with stable outlook” and Short-Term rating as “A1 ” and accordingly, the credit rating granted by ICRA was reaffirmed and withdrawn.

Material Changes and Commitment affecting the financial position

There are no material changes affecting the financial position of the Company subsequent to the closure of the FY 2023-24 till the date of this report.

There has been no change in the nature of business of the Company.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company’s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Six cases were filed and resolved during the year under review pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Human Resources Management

Our employees are our most important assets. We are committed to hiring and retaining the best talent being among the industry''s leading employers. We focus on promoting a collaborative, inclusive and transparent organization culture. Our systems and processes focus on allowing the employees to develop their skills to navigate their career path, rewarding and sustaining high performance.

Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Integrated Report

The Company has provided Integrated Report, which includes non-financial and financial information to have a better understanding of the Company’s long-term strategy. This report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation based on six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital as per International <IR> framework.

Business Responsibility and Sustainability Report (BRSR)

In November 2018, the Ministry of Corporate Affairs (“MCA”) constituted a Committee on Business Responsibility Reporting (“the Committee”) to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (“NGRBC”). Through its report, the Committee recommended that BRR be rechristened BRSR, where disclosures are based on ESG Corporate Overview Management Discussion and Analysis Financial Statements parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from FY 2022-23. Further, pursuant to Regulation 34 of the SEBI Listing Regulations, the BRSR disclosures are enclosed as Annexure I and forms an integral part of this report.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) and the Company did not file any application under IBC during the FY 2023-24. Further, the Company has not made any one-time settlement.

Compliance by Large Corporate

Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

Disclosure of Certain Type of Agreements Binding Listed Entity

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or create any liability upon the Company. However, there is one shareholder’s agreement executed among and between the Company, Kubota Corporation (holding company of the Company), Mr. Nikhil Nanda and other parties. The details of the agreement including the salient features of the same was duly intimated to Stock Exchanges vide our letter dated November 18, 2021 and such intimation is available on the website of the Company at www.escortskubota.com/investors/ overview.html. Further, the detailed terms including rights and obligations etc. of all the parties has been incorporated in the Memorandum and Articles of Association of the Company on page no. 54 and the same is available at the Company’s website at www.escortskubota.com/templates/ escortsgroup home/images/pdf/Charter-Document.pdf.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors’ Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that:

(i) i n the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to 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 as at March 31,2024 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for financial year ended March 31, 2024 on a ‘going concern'' basis;

(v) t he 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; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions

on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. However, members attention is drawn to note 32 in the notes to accounts in the standalone financial statement and to note 33 in the notes to accounts in the consolidated financial statement which sets out information on Commitments and Contingencies.

5. Details of difference between amount of 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.

6. No political contribution made during the year under review.

Acknowledgement

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Haryana and Karnataka, Financial Institutions and the Company''s Bankers, Customers, Dealers and all other business associates.

The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers, employee unions and staff of the Company resulting in the successful performance of the Company during the year.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.