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Kennametal India Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5298.40 Cr. P/BV 6.99 Book Value (Rs.) 345.10
52 Week High/Low (Rs.) 2745/1932 FV/ML 10/1 P/E(X) 51.49
Bookclosure 28/05/2025 EPS (Rs.) 46.82 Div Yield (%) 1.66
Year End :2025-06 

Your Directors are pleased to present the 60th Annual Report along with Audited Financial Statements for the financial year ended
June 30, 2025:

FINANCIAL RESULTS

(? in million)

Particulars

FY 2024-25

FY 2023-24

Total income

11,847

11,114

Profit before tax and exceptional items

1,402

1,386

Less: Tax expense

373

408

Current tax

392

370

Tax adjustment relating to earlier years

16

19

Deferred tax (credit)/charge

(35)

19

Add: Exceptional items income / (expense)

0

127

Profit after tax

1,029

1,105

Add: Other comprehensive income/(loss) for the year, net of tax

(5)

3

Total comprehensive income for the year

1,024

1,108

Add: balance brought forward from previous year

7,115

6,663

Total available for appropriation

8,139

7,771

Less: Interim dividend paid

879

659

Add: Share based compensation adjustment

(7)

3

Balance transferred to balance sheet

7,253

7,115

Previous period figures have been regrouped and/or reclassified wherever necessary to confirm with the current period presentation in compliance with Ind
AS requirement.

STATE OF COMPANY'S AFFAIRS
Operating results

Sales revenue growth was higher in FY 2024-25 due to better
performance in both Hard Metals and Machining Solutions segment. Profit
before tax and exceptional items for FY 2024-25 was '1,402 Million, up
1.2% over the previous financial year. The Company's profit was up in
comparison with the previous financial year for the Hard Metal segment
due to better utilization of plant capacity and favourable raw material costs.
Machining Solutions segment reported higher sales in FY 2024-25,
however, segment profitability was lower due to adverse product mix,
higher marketing spends and under absorption of overhead. The
Company has also earned higher other income on account of higher
investment income.

Return on capital and cash flows

Return on Capital Employed (ROCE) remained flat at 19% in FY 2024-25
as compared to FY 2023-24. Return (PAT) on net worth was 14% in FY
2024-25 as compared to 15% in FY 2024-25. Net operational cash flow
generated during the year increased from '1,143 million in FY 2023-24 to
'1,448 million in FY 2024-25, driven by working capital movement.

Dividend and reserves

An Interim Dividend of ' 40/- per Equity Share of ' 10/- (Rupees Ten only)
each (400% on the Paid-up Share Capital of the Company) was declared
by the Board on May 15, 2025 for the financial year ended June 30, 2025
and May 28, 2025 was fixed as Record Date for the said purpose. The said
Interim Dividend was paid on June 6, 2025. Your Company had declared a
higher rate of interim dividend this year as compared to the previous year(s)
keeping in view the strong cash flows of the Company for the year under

review. The same shall be considered as Final Dividend for the financial
year ended June 30, 2025.

The Company has not transferred any amounts to general reserves for the
financial year ended June 30, 2025.

Dividend distribution policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
[hereinafter referred as 'SEBI (LODR) Regulations, 2015'], the Board of
Directors of the Company had formulated a Dividend Distribution Policy. All
the policies of the Company including Dividend Distribution Policy is
available on the website of the Company at
https://www.kennametal.com/in/en/about-us/kil-financials/policies.html

CHANGES IN SHARE CAPITAL

There were no changes in the Share Capital of the Company during the
financial year under review.

STATEMENT OF DEVIATION(S) OR VARIATION(S) IN SHARE CAPITAL

During the year under review, there was no instance to report Statement of
Deviation(s) or Variation(s) in share capital as per Regulation 32 of the SEBI
(LODR) Regulations, 2015.

CAPITAL STRUCTURE OF THE COMPANY

The Authorized Share Capital of the Company is '239,782,400/- (Rupees
Two Hundred & Thirty-Nine Million, Seven Hundred & Eighty-Two
Thousand, Four Hundred Only) divided into 23,978,240 (Twenty-Three
Million, Nine Hundred & Seventy-Eight Thousand, Two Hundred & Forty

only) Equity Shares of '10/- each. The Issued, Subscribed and Paid-up
Share Capital of the Company as on date is '219,782,400/- (Rupees Two
Hundred & Nineteen Million, Seven Hundred & Eighty-Two Thousand, Four
Hundred Only) divided into 21,978,240 (Twenty-One Million, Nine Hundred
& Seventy-Eight Thousand, Two Hundred & Forty only) Equity Shares of
'10/- each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH
DIFFERENTIAL VOTING RIGHTS

During the financial year under review, the Company has not issued Equity
shares with Differential Voting Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

During the financial year under review, the Company has not issued Shares
under Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the financial year under review, the Company has not issued Sweat
Equity Shares.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments, affecting the
financial performance of the Company which occurred between the end of
the financial year of the Company to which the financial statements relate
and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis ('MD&A') Report is annexed to
this report as "Annexure I" as required under Regulation 34 of SEBI
(LODR) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Keith Alan Mudge
(DIN: 10462270), is due to retire by rotation at the forthcoming Annual
General Meeting ('AGM') and, being eligible, offers himself for re¬
appointment. The Board recommends his re-appointment at the
forthcoming AGM.

A brief profile of Mr. Keith Alan Mudge as required under Regulation 36(3) of
SEBI (LODR) Regulations, 2015 is furnished along with the Notice
convening 60th AGM.

Annual Declaration from Independent Directors

The Company has received declarations from all the Independent
Directors of your Company confirming that they meet the criteria of
Independence as mentioned under sub-section (6) of Section 149 of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The
Independent Directors possess the requisite integrity, expertise and
experience (including proficiency) necessary for acting as Independent
Directors of the Company.

The Independent Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing in the data

bank of Independent Directors maintained by the Indian Institute of
Corporate Affairs.

Directors' appointment and remuneration

The policy on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, Independence of
Director and remuneration for Key Managerial Personnel and other
applicable employees' forms part of Corporate Governance Report of this
Annual Report. The web-link to access the said policy is
https://www.kennametal.com/in/en/about-us/kil-financials/policies.html

Directors' interest

No Director was materially interested in any contracts or arrangements
existing during or at the end of the year in relation to the business of the
Company.

No Director holds any shares in the Company as on June 30, 2025.

Appointment / cessation / retirement / resignation of Directors

As detailed in the Corporate Governance report, it is worthwhile here to
reiterate some of the changes to the constitution of the Board.

Cessation / Retirement to the Board:

Ý Mr. Bidadi Anjani Kumar (DIN:00022417) and Mr. Vinayak Kashinath
Deshpande (DIN: 00036827) stepped down from the position of
Independent Directors of the Company from the closing of business
hours of November 3, 2024 upon completion of their two terms of 5
years each.

Ý Mr. Franklin Gerardo Cardenas Castro resigned from the office of Non¬
Executive Director effective closing of business hours of January 20,
2025.

The Board of Directors places its sincere appreciation for their
commendable contribution to the Board during their tenure as the
Directors of the Company.

Inductions to the Board:

Based on the recommendation of the Nomination and Remuneration
Committee:

Ý The Board of Directors at its meeting held on August 9, 2024 re¬
appointed Ms. Bhavna Bindra (DIN: 07314422) as an Independent
Director of the Company for her second term of five years effective
January 3, 2025. Said appointment was approved by the
Shareholders at the 59th Annual General Meeting of the Company held
on October 24, 2024.

Ý The Board of Directors of the Company appointed Mr. Faisal Saad
Hamadi as a Non-Executive Director of the Company effective April 2,
2025. Said appointment was approved by the Shareholders through
Postal Ballot on June 25, 2025.

Ý The Board of Directors at its meeting held on May 15, 2025 re¬
appointed Mr. Vijaykrishnan Venkatesan (DIN: 07901688) as the
Managing Director of the Company effective September 17, 2025 for
his second term of 5 years. Said appointment was approved by the
Shareholders through Postal Ballot on June 25, 2025.

Chairperson

Pursuant to section 149 of the Companies Act, 2013 read with applicable
Rules, Mr. Bidadi Anjani Kumar stepped down from the position of
Chairman of the Board of the Company upon completion of his two
tenures of 5 years each as an Independent Director.

Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company at its meeting held on
August 9, 2024 appointed Mr. Amit Laroya as the Chairman of the
Company effective November 4, 2024.

Except as mentioned above, there were no other changes to the
composition to the Board of Directors of the Company during the financial
year ended June 30, 2025.

Key Managerial Personnel:

Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company appointed Ms.
Anupriya Garg as Legal Counsel (Region) & Company Secretary (ICSI
Membership No. 18612) of the Company effective July 4, 2024.

Further, pursuant to the resignation of Mr. Aditya Kumar Jain from the
position of Compliance Officer of the Company effective closing of
business hours of February 6, 2025, Ms. Anupriya Garg, Legal Counsel
(Region) & Company Secretary, a designated Key Managerial Personnel
(KMP) of the Company was also designated/appointed as the Compliance
Officer (KMP) of the Company as per SEBI (LODR) Regulations, 2015
effective closing of business hours of February 6, 2025.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF (Authority Accounting, Audit, Transfer and Refund) Rules,
2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF, established by the
Government of India, after the completion of seven years from the date of
transfer to unpaid dividend account. Further, according to the IEPF Rules,
the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred
to the account of the IEPF Authority. During the year, the Company has
transferred the unclaimed and unpaid dividends to the IEPF. Further,
shares on which dividends were unclaimed for seven consecutive years
were transferred as per the requirements of the IEPF rules, however in one
case the shares could not be transferred to IEPF by the depositories,
despite the Company's best endeavour, due to shareholder's demat
account was suspended. Details on the shares transferred to IEPF are
available on our website at https://www.kennametal.com/in/en/about-
us/kil-financials/investor-corner.html

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal auditors, statutory auditors, cost auditors, secretarial auditors
and external consultant(s) including audit of internal financial controls over
financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit
Committee and Risk Management Committee, the Board is of the opinion
that the Company's internal financial controls were adequate and effective
during FY 2024-25.

Accordingly, pursuant to the provisions of Section 134(3)(c) and Section
134(5) of the Companies Act, 2013, the Board of Directors, to the best of
its knowledge and ability, report that:

Ý The applicable accounting standards have been followed in the
preparation of the financial statements, along with proper
explanations relating to material departures, if any;

Ý 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 as of June 30, 2025 and profit of the Company for the
year ended on that date;

Ý proper and sufficient care has been taken 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;

Ý prepared the annual accounts on a going concern basis;

Ý laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were
operating effectively; and

Ý devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.

DEPOSITS

During the financial year, your Company has not invited / accepted any
Public Deposits pursuant to the provisions of Chapter V of the Companies
Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary as on year ended June 30,
2025. Hence, the requirement of enclosing financial statement of
subsidiary in Form AOC-1 to the Board's Report and preparation of
Consolidated financial statements does not arise for the year ended June
30, 2025.

As at June 30, 2025 there are no subsidiaries and/or joint venture/s and/ or
Associate/s of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements is not applicable for the financial year
ended June 30, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans, made investments and
provided any guarantees during the Financial Year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, there were no significant and
material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during
the financial year ended on June 30, 2025.

FINANCIAL YEAR

Your Company follows Financial Year from July 1 to June 30.

EVALUATION OF THE BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board had adopted a formal mechanism for
evaluating its performance & that of its Committees and individual
Directors, including the Chairman of the Board. During the financial year,
the evaluation exercise was carried out through a structured evaluation
process covering various aspects of the functioning of the Board and
Committees such as their composition, experience & competencies,
performance of specific duties & obligations, governance issues etc. A
separate exercise was carried out to evaluate the performance of each
individual Director including the Board's Chairman who were evaluated on
parameters such as contribution at the meetings, independent judgment,
attendance and other relevant aspects. The Board was satisfied with the
evaluation results, which reflected the overall engagement of the Board,
Committees and the Directors of the Company.

FAMILIARIZATION PROGRAMME

The Company has a structured familiarization program for Independent
Directors of the Company which is also extended to other Non-Executive
Directors to ensure that Directors are familiarized with the operations of the
Company; the markets where the Company operates; the product lines;
strategy of the Company and its implementation status; Enterprise Risk
Management and status of mitigation plans; Governance structure; Board
protocols including the manner of conducting Board meetings; the roles,
responsibilities and duties expected of a Director in India as per the extant
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 amongst
others.

The Board of Directors have complete access to the information within the
Company. Presentations are regularly made to the Board of Directors and
to the members of the Committees of the Board on various matters, where
Directors get an opportunity to interact with Senior Management and
understand status of strategy implementation, business model,
operations, markets, organization structure, product offerings, finance,
risk management framework, quarterly and annual results, human
resources, technology, quality and such other areas as may arise from time
to time.

A document on the familiarization programme is available on our website
at https://www.kennametal.com/in/en/about-us/kil-financials/corporate-
governance.html

The Company also issues appointment letters to the Independent
Directors which,
inter-alia, incorporate their roles, duties and
responsibilities. The format of the said letter of appointment is available on
our website at https://www.kennametal.com/in/en/about-us/kil-
financials/policies.html

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V(C) of SEBI (LODR)
Regulations, 2015, a report on Corporate Governance along with a
certificate from Mr. Vijayakrishna K T, Practising Company Secretary
regarding compliance of conditions of Corporate Governance is annexed
as "Annexure ll A" and "Annexure ll B" respectively and a Certificate as
required under Schedule V Part C(10) (i) of SEBI (LODR) Regulations, 2015
from Mr. Vijayakrishna KT, Practising Company Secretary is annexed as
"Annexure lII" which forms part of this report. Further, in compliance with
the SEBI (LODR) Regulations, 2015, your Board has adhered to the
Corporate Governance requirements / Code.

As required by SEBI (LODR) (Amendment) Regulations, 2018, 'Annual
Secretarial Compliance Report' issued by Mr. Vijayakrishna KT, Practising
Company Secretary for the financial year ended June 30, 2025, is annexed
as "Annexure IV" which forms part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director and Company Secretary
affirming compliance with the Company's Code of Conduct by your
Directors and Senior Management of your Company, for the financial year
under review, as required under SEBI (LODR) Regulations, 2015 is
annexed as "Annexure V" and forms part of this report.

The Kennametal Code of Business Ethics & Conduct is a major
component of the Kennametal Value Business System ('KVBS'). The
Code addresses the importance of fair dealing and compliance in all
aspects of your Company's business and focuses on the concept of doing
the right thing every day.

Further details on the Code of Conduct and enforcement of the code are
elucidated in the Corporate Governance report. Your Company insists on
its employees to embrace the Code of Business Ethics & Conduct to
ensure maintenance of strong ethical culture. The Code of Conduct is
available on the website of the Company at

https://www.kennametal.com/in/en/about-us/kil-financials/policies.html
CEO/MD AND CFO CERTIFICATE

A Certificate from the Managing Director and the Chief Financial Officer
dated August 13, 2025, on the Financial Statements of the Company for
the financial year ended June 30, 2025 is annexed as "Annexure- VI" and
forms part of this report.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM

Even before the promulgation of section 177 of the Companies Act, 2013,
your Company had a Whistle Blower Policy / mechanism. Pursuant to
section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015, the Board of Directors have approved and adopted robust Vigil
Mechanism / Whistle Blower Policy. The Whistle Blower Policy provides
the following avenues for stakeholders including employees to raise
complaints freely:

Ý Audit Committee of Kennametal India Limited;

Ý Company Secretary - Kennametal India Limited;

Ý Ethics Alert Helpline (toll-free and anonymous): 022 5097 2959

Ý K-Corp Ethics Mailbox: k-corp.ethics@kennametal.com; and

Ý Office of Ethics and Compliance Telephone: 1 412 248 8275,
Mailing Address: Office of Ethics and Compliance, 525 William
Penn Place, Suite 3300, Pittsburgh, Pennsylvania, USA 15219.

The Complainants duly receive feedback on action taken and this ensures
that stakeholders including employees are protected against victimization
for any "Whistle Blower" intimation made by them in good faith.

Your Company affirms that no personnel have been denied access to the
Audit Committee. Whistle Blower Policy for vigil mechanism is available on
website of the Company at https://www.kennametal.com/in/en/about-
us/kil-financials/policies.html

The Kennametal Ethics Helpline

Anyone can make a complaint about the violation of the Code of Conduct
of the Company. Reports made to the helpline can be done via the phone
or the web at https://kennametal.ethicspoint.com on a confidential and
anonymous basis, where allowed by local law. The helpline is administered
by an independent third-party and is available 24 hours a day, 7 days a
week.

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

A report in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required under Section 134(3)(m)
of the Companies Act, 2013 read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as "Annexure VII" to this report.

STATUTORY AUDITORS & THEIR REPORT

Messrs Price Waterhouse & Co. Chartered Accountants LLP, Chartered
Accountants (FRN: 304026E / E-300009) were appointed as Statutory
Auditors of the Company at the 57th AGM held on November 11,2022, for
a period of 5 (Five) years to hold the office until the conclusion of 62nd AGM.

The Independent Auditors' Reports to the Members on the Financial
Statements of the Company for the financial year ended June 30, 2025
does not contain any qualification, reservation or adverse remarks. The
notes on financial statements referred to in the Independent Auditors'
Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under review,
which required the Statutory Auditors to report to the Audit Committee and
/ or the Board, as required under Section 143(12) of the Companies Act,
2013 and Rules framed thereunder.

SECRETARIAL AUDITOR

Mr. Vijayakrishna K.T, Practising Company Secretary (FCS: 1788 & COP:
980) carried out Secretarial Audit under the provisions of Section 204 of
the Companies Act, 2013 for the financial year 2024-25 and submitted his
report, which is annexed to this report as "Annexure VIII".

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, the Board at its meeting held on August 13, 2025 appointed M/s.
V Sreedharan & Associates, Practising Company Secretaries, Bangalore
(FRN:P1985KR14800) as the Secretarial Auditors of the Company for a
term of 5 (five) consecutive years commencing from the Financial Year
2025-26 till the Financial Year 2029-30. Their appointment shall be subject
to the approval of the shareholders at the ensuing 60th AGM.

COST AUDITORS

Messrs K. S. Kamalakara & Co., Cost Accountants (Firm Registration No:
0000296) carried out Cost Audit of the Company for the financial year
2024-25. Pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, the cost audit
records maintained by the Company in respect of the products covered
under the said rules are required to be audited by a Cost Accountant.
Accordingly, the Board of Directors of the Company upon
recommendation of the Audit Committee has re-appointed Messrs K. S.

Kamalakara & Co., Cost Accountants (Firm Registration No: 0000296), as
the Cost Auditors of the Company for the financial year 2025-26. As
required under Section 148 of the Companies Act, 2013, the
Shareholders' approval for the remuneration payable to Messrs K. S.
Kamalakara & Co., Cost Auditors is being sought at the ensuing 60th AGM.

The Cost Audit Report for FY 2024-25 does not contain any qualification,
reservation or adverse remarks.

INTERNAL FINANCIAL CONTROL

Details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which is annexed to this
Report as Annexure - I.

INTERNAL AUDITORS OF THE COMPANY

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the
Board of Directors of the Company upon recommendation of the Audit
Committee had appointed Messrs Ernst & Young LLP ('EY'), as the Internal
Auditors of the Company for the financial year 2024-25.

EY regularly conducts internal audits of various parts of the company's
operations, as per the Annual Audit Plan which is agreed every year with
the Audit Committee of the Board.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013 and
Regulation 23 of the SEBI (LODR) Regulations, 2015, the Related Party
Transactions ('RPTs') that were entered into during the financial year 2024¬
25 were at arm's length basis and were in the ordinary course of business.
Further, there were no material related party transactions during the
financial year under review with the Directors or Key Managerial Personnel
of the Company. All related party transactions were placed before the
Audit Committee and the Board for approval as applicable under Section
188 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR)
Regulations, 2015.

The Policy on RPTs as approved by the Board is uploaded on the
Company's website at https://www.kennametal.com/in/en/about-us/kil-
financials/policies.html
The Particulars of RPTs in Form AOC - 2 is annexed
to the Report as "Annexure IX".

PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION
197 OF THE COMPANIES ACT, 2013

Disclosures relating 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
forms part of this Report.

Further, in terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names of the
top ten employees in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report.

In terms of 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 information may address their email
to k-bngs-investor.relation@kennametal.com

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

Your Company has an Internal Committee ('IC') as required under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. There were no complaints lodged to the IC under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, during the year under review:

• Number of sexual harassment complaints received in the year: Nil

• Number of complaints disposed of during the year: Nil

• Number of cases pending for more than 90 days: Nil

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

DISCLOSURES PERTAINING TO THE COMPLIANCE WITH THE
PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all the applicable provisions of the
Maternity Benefit Act, 1961, including all applicable amendments and
rules framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for all employees.

The Company also ensures that no discrimination is made in recruitment or
service conditions on the grounds of maternity. Necessary internal
systems and HR policies are in place to uphold the spirit and letter of the
legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

Details of the gender-wise composition of the Company’s work force as on
June 30, 2025 is provided below:

Ý Male Employees: 738

Ý Female Employees: 34

Ý Transgender Employees: Nil

The Company endeavours to promote an inclusive workplace culture and
equal opportunity for all individuals, regardless of gender.

REVISION OF FINANCIAL STATEMENTS

There was no revision of Financial Statements of the Company in the
preceding three financial years.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial
year.

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

During the FY 2024-25, there were no insolvency proceedings initiated
against the Company and hence there were no instances of one-time
settlement during the Financial Year.

CREDIT RATING OF SECURITIES

During the year under review, India Ratings & Research (the "Credit Rating
Agency”), vide their report dated October 21,2024, have assigned your
Company, a Long-Term Issuer Rating of “IND AA-" and the outlook is
Stable.

REMUNERATION RECEIVED BY MANAGING DIRECTOR FROM
HOLDING OR SUBSIDIARY COMPANY

During the year under review, no Commission or Remuneration was paid
to the Managing Director from the Holding / Subsidiary Company of your
Company.

However, the Managing Director has received stock options worth '7.95
Million granted by the ultimate Holding Company i.e., Kennametal Inc.,
which was vested during the year and the same was cross-charged to
Kennametal India Limited.

INSURANCE

Your Company has sufficient insurance coverage not only on all its assets
but also for most of the anticipated risks. All insurance policies are
reviewed and renewed from time to time.

RESEARCH, DEVELOPMENT AND ENGINEERING (RD&E)

The Research, Development and Engineering ('RD&E'), works on
delivering cutting-edge solutions that meet evolving customer needs
across industries. With a sharp focus on materials science, advanced
coatings, and machining technology, our R&D efforts drive both new
product development and process innovation, enabling us to offer
superior value, improved productivity, and customized solutions. The
RD&E, Bangalore works on the market requirements in terms of new
products, custom solutions, cost saving projects, process developments,
product benchmarking and basic research. It is also recognized by the
Ministry of Science & Technology - Department of Scientific and Industrial
Research - Government of India.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

Kennametal operates worldwide in a responsible manner which respects
the environment and the health and safety of our people, customers,
suppliers, and communities. Kennametal is firmly committed to meeting
and exceeding all applicable EHS legal requirements, and we are
dedicated to continually improving our EHS performance. We always
prioritize this commitment above short-term profit or production, to build
long-term success for ourselves, our colleagues, and our customers.
Kennametal demonstrates our Environmental, Health, and Safety (EHS)
Commitment (We work safely, protect health and safeguard the
environment) for actively fostering our EHS Responsibility, Learning,
Resilience, Engagement and Trust.

A brief on some of the initiatives undertaken by the Company during the
financial year under review are mentioned in Business Responsibility and
Sustainability Report.

GREEN INITIATIVES

The Company remains committed to continuously enhancing its systems
and processes while progressing towards greener energy consumption,
thereby driving sustained improvements in energy efficiency. During the
year under review, the Company increased its reliance on renewable
energy, with solar energy consumption rising to approximately 91%, as
compared to 86% in the previous year. This increase reflects KIL's ongoing
efforts to reduce greenhouse gas (GHG) emissions through the adoption
of clean energy sources.

The Plant continues to operate on a Zero Liquid Discharge (ZLD) basis. All
wastewater generated is treated through Sewage Treatment Plant (STP)
and Effluent Treatment Plant (ETP) facilities, followed by tertiary treatment,
and is thereafter fully recycled and reused for gardening within the plant
premises. Consequently, 100% of treated water is sustainably utilized
within the Company's operations.

In line with its commitment to reducing paper consumption and minimizing
environmental impact, the Company has ensured that electronic copies of
the Annual Report and the Notice of the 60th Annual General Meeting
(AGM) are sent to all Members whose email addresses are registered with
the Company or its Registrar and Transfer Agent. Physical copies are
dispatched, through permitted modes, only to Members who have not
registered their email addresses. Members who receive the documents
electronically but wish to obtain physical copies may request the same by
contacting the Company Secretary at in.investorrelation@kennametal.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 134 & 135 of the Companies Act,
2013 and rules made thereunder, the Corporate Social Responsibility
Policy of the Company and initiatives undertaken by the Company on CSR
activities during the financial year ended June 30, 2025 along with the
Annual Report on CSR activities for FY2024-25 are set out in "Annexure X"
to this report. The CSR Policy is available on Company's website at
https://www.kennametal.com/in/en/about-us/kil-financials/policies.html

Your Company had spent ' 27.43 million on the CSR for the year 2024-25
as against the total budget of ' 27.31 million, thereby spending an excess
of ' 0.12 million.

PERSONNEL / INDUSTRIAL RELATIONS

During the financial year under review, your Company maintained cordial
industrial relations at all levels. Your Directors record their appreciation for
the contribution made by the employees.

RISK MANAGEMENT

Enterprise Risk Management (ERM) at the Company is driven by the Risk
Management Committee and Board of Directors through their routine
oversight responsibilities. The Management team plays a primary role in
identification, monitoring and minimizing risks as also to identify business
opportunities and threats. As a process, any risk associated with the
business is identified and prioritized based on severity, occurrence and
effectiveness of detection. The Risks are being reviewed by the
Management team periodically and reported to the Risk Management
Committee at regular intervals for their review. The Department Leaders
have the responsibility to monitor and implement the ERM framework
approved by the Risk Management Committee.

The Company has formulated a Risk Management Policy and Risk
Committee Charter and a mechanism to inform the Risk Management
Committee of the Board about the risk assessment activity performed
from time to time. The detailed Risk Management mechanism is provided
in the Management Discussion and Analysis (MD&A) Report.

The Risk Management Committee is constituted with the Board of
Directors of the Company as its members. The Chairperson of the
Committee is Ms. Bhavna Bindra. As an established practice, the Board of
Directors are being updated on risks identification and steps taken to
mitigate the same. Risk Management Policy and Charter are uploaded on
the Company's website at https://www.kennametal.com/in/en/about-
us/kil-financials/policies.html

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with
applicable rules, a copy of the Annual Return for the FY 2024-25 is
uploaded on the website of the Company and the same is available at
https://www.kennametal.com/in/en/about-us/kil-financials/corporate-
governance.html

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulation, your Company
is required to include Business Responsibility & Sustainability Report
(BRSR) in the Annual Report describing the initiatives taken by the
Company from Environmental, Social and Governance perspective. The
BRSR is enclosed as "Annexure XI" to the Board's Report.

POLICIES / CODES

The Company has adopted various policies / codes which are reviewed by
the Board and its Committees at regular intervals and are amended as and
when required. These Policies / Codes are available on the website of the
Company at https://www.kennametal.com/in/en/about-us/kil-
financials/policies.html

NUMBER OF BOARD MEETINGS

The Board of Directors met Four (4) times during the financial year 2024¬
25. The details of the Board meetings and the attendance of the Directors
are provided in the Corporate Governance Report.

The Agenda of the Meeting is circulated to the Directors in advance. The
Minutes of the Meetings of the Board of Directors are circulated amongst
the Members of the Board for their perusal and approval.

COMMITTEES OF THE BOARD OF DIRECTORS

Details of memberships and attendance of various Committee Meetings of
the Company including a separate Meeting of the Independent Directors
are given in the Corporate Governance Report.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India on the Board
Meetings and General Meetings.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the untiring efforts and unflinching commitment of the employees of your Company and the valued
customers and distribution partners whose support and encouragement has been a matter of great strength and confidence for your company. Your
Directors also place on record their sincere appreciation for the continued support and cooperation of all its vendors/suppliers, the Company's bankers, the
regulatory authorities and the investor community in FY 2024-25.

For and on behalf of the Board of Directors of
Kennametal India Limited

Amit Laroya Vijaykrishnan Venkatesan

Chairman & Independent Director Managing Director

DIN: 00098933 DIN: 07901688

Bengaluru Bengaluru

August 13, 2025 August 13, 2025


 
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