Kilburn Engineering Ltd Directors Report

Revenue from Operations for the year under review increased to 44,825.80 Lakhs as against 33,550.10 Lakhs for the previous year registering an increase of 33.61%. Profit from Operations before Depreciation, Interest and taxation excluding other income was higher by 1,792.38 Lakhs. Profit after taxation stood at 6,907.01 Lakhs against 5,481.64 Lakhs in the previous year.

The consolidated financial statement include a revenue of 18,054.11 lakhs and profit before tax of 3,911.24 lakhs, attributable to the subsidiaries for the FY : 2025-26.

Your Directors do not propose to transfer any amount to general reserves for the financial year ended 31^st March, 2026. Accordingly, the entire profits for the financial year 2025-26 have been retained in the Retained Earnings of the Company.

The Board is pleased to recommend a dividend of 3/- per share for the Financial Year 2025-26. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from 23-09-2026 to 29-09-2026 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31^st March, 2026.

The Authorised share capital as on 31^st March, 2026 was 65,00,00,000/-

The issued, subscribed and paid-up equity share capital as on 31^st March, 2026 was 52,96,28,580/-

During the year 2025 - 26, the Company allotted 39,50,000 Equity Shares of face value of 10/- each upon conversion of an equivalent number of convertible warrants issued at an issue price of 166/- per warrant (including a premium of 156/- per share). The conversions were effected in seven tranches on 24^th April, 2025, 02^nd May, 2025, 30^th May, 2025, 03^rd July, 2025, 29^th July, 2025, 31^st July, 2025 and 5^th August, 2025 on receipt of balance warrant subscription amount of 124.5/- per warrant.

Further, during the year 2025 - 26, the Company allotted 15,25,000 Equity Shares of face value of 10/- each upon conversion of an equivalent number of convertible warrants issued at an issue price of 425/- per warrant (including a premium of 415/- per share). The conversions were effected in seven tranches on 06^th December, 2025, 24^th December, 2025,

31^st December, 2025, 12^th February, 2026, 17^th February, 2026, 05^th March, 2026 and 27^th March, 2026 upon receipt of the balance warrant subscription amount of 318.75/- per warrant.

Subsequent to the closure of the financial year, the Company allotted 30,37,500 Equity Shares of face value of 10/- each upon conversion of an equivalent number of convertible warrants issued at an issue price of 425/- per warrant (including a premium of 415/- per share). The conversions were effected in four tranches on 17^th April, 2026, 27^th April, 2026, 11^th May, 2026 and 16^th May, 2026 upon receipt of the balance warrant subscription amount of 318.75/- per warrant.

Subsequent to the closure of the financial year, the Company also noted the non-subscription and non-allotment of 35,000 equity shares proposed under the preferential issue to Mr. Harish Kumar and Ms. Ritu Jain, as no subscription money was received within the stipulated timelines. Further, 2,35,000 convertible warrants allotted to M/s. Ovata Equity Strategies Master Fund lapsed due to non-payment of the balance consideration within the prescribed timeline. Accordingly, the upfront subscription amount of 2,49,68,750/- paid in respect thereof was forfeited by the Company in accordance with Regulation 169(3) of the SEBI ICDR Regulations.

During FY 2025-26, the Group continued to strengthen its position as an integrated industrial process technology platform, combining longstanding expertise in Process Equipment with complementary capabilities in thermal engineering, waste heat recovery, RF heating and drying technologies, energy- efficiency systems and industrial fabrication solutions. This broader portfolio enables the Group to address a wider range of industrial requirements and participate across diverse end markets. FY 2025-26 represents the first full financial year in which the consolidated results reflect a complete twelve-month contribution from both M.E. Energy and Monga Strayfield.

The total group order booking during the year was 602 Crores and total unexecuted orders as on 31^st March, 2026 stood at 467 Crores.

During the financial year, the Company approved a capital expenditure plan of approximately 30 Crore for capacity expansion and cost optimisation at its manufacturing facility located at Saravali, Bhiwandi, Maharashtra. The proposed investment is aimed at enhancing the manufacturing capacity, improving operational efficiency and strengthening the Companys long-term growth prospects.

Your Company has no Holding Company / Associate Company. As on 31^st March, 2026, Firstview Trading Private Limited held 1,56,88,600 (29.62%) shares of your company and therefore your company can be termed as associate Company of Firstview Trading Private Limited in terms of section 2(6) of the Companies Act, 2013.

At the beginning of the financial year, the Company had 2 direct Wholly Owned Subsidiaries and 1 step down subsidiary. During the financial year, the Company incorporated Kilburn East End Private Limited as its wholly owned subsidiary on 28^th January, 2026.

Consequently, as on 31^st March, 2026 your Company had 3 direct Wholly Owned Subsidiaries and 1 step down subsidiary.

a) M. E Energy Private Limited

b) Monga Strayfield Private Limited

c) Kilburn East End Private Limited

Further details on the subsidiary monitoring framework have been provided as part of the Corporate Governance report.

d) Strayfield Limited, UK

During the year under review, no company ceased to be a Joint Venture or Subsidiary or Associate of the Company.

MEEPL is a wholly owned subsidiary of the Company engaged in the business of energy-efficient solutions, including waste heat recovery and non-conventional fuel-fired systems, serving power plants and energyintensive industries to enhance thermal efficiency and reduce fuel consumption, costs and emissions. For the financial year ended 31^st March, 2026, MEEPL recorded Revenue from Operations of 11,192.14 Lakhs and a net profit of 1,105.44 Lakhs.

MSPL is a wholly owned subsidiary of the Company engaged in the business of manufacturing radio frequency dryers, Industrial heating solutions for textile and food processing industries and sheet metal fabrication products. For the financial year ended 31^st March, 2026,

the consolidated financial results of MSPL, including its subsidiary, Strayfield Limited (UK), recorded Revenue from Operations of 8,504.18 Lakhs and a net profit of 1,629.31 Lakhs.

KEEPL, a wholly owned subsidiary of the Company incorporated on 28^th January, 2026, has not commenced any commercial operations since its incorporation.

A detailed review of the outlook is incorporated in the Management Discussion and Analysis Report in Annexure I which forms part of this Report.

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

a) Audit Committee

b) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Borrowing and Lending Committee

f) Share Allotment Committee

The details of the requisite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance

M/s V. Singhi & Associates, Chartered Accountants (FRN :311017E) were re-appointed as Statutory Auditors for a second term of five consecutive years from the conclusion of the 36^th AGM of the Company held on 20^th September, 2024, till the conclusion of the 41^st AGM to be held in 2029.

The Statutory Auditors have confirmed that their appointment is within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not

disqualified from continuing as Statutory Auditors of the Company within the meaning of Section 141 of the Act and the Rules made thereunder.

M/s. Bhide & Bhide, Chartered Accountants (FRN : 136994W) were appointed as Internal Auditors by the Board of Directors for 2025-26 and they have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

Based on the recommendation of Audit Committee, the Board at their Meeting held on 14^th August, 2026 have re-appointed M/s. Bhide & Bhide, Chartered Accountants (FRN : 136994W) as Internal Auditors of the Company for the financial year 2026-27

Your Company appointed M/s. D. Sabyasachi & Co. (FRN: 000369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2025-26 and their reappointment is proposed for 2026-27 at the remuneration set out in the notice of AGM and explanatory statement thereto.

The Provisions of Section 148(1) of the Act continue to apply to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended 31^st March, 2026.

Based on the recommendation of Audit Committee, the Board at their Meeting held on 14^th August, 2026 have reappointed M/s. D. Sabyasachi & Co. (FRN :000369) Cost Accountants as Cost Auditors of the Company for the financial year 2026-27

M/s. Nitin S. Sharma & Associates, Practicing Company Secretaries (ICSI Firm registration no: S2011MH162900), were appointed as secretarial auditor of the Company for a term of five consecutive Financial Years, commencing from 2025-26 to 2029-30, at the 37^th AGM held on 25^th September, 2025, as required under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with section 204 of the Companies Act, 2013 and rules made thereunder.

Nitin Sharma, Proprietor of M/s. Nitin S. Sharma & Associates has confirmed that he is not disqualified from being appointed as the Secretarial Auditor and is eligible to hold office as the Secretarial Auditor of your Company.

The Secretarial Audit Report for 2025-26 forms part of the Annual Report as Annexure V.

The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Reports of material unlisted subsidiaries i.e. M.E Energy Private Limited and Monga Strayfield Private Limited are annexed as Annexure VI and Annexure VII respectively and forms part of this Annual Report

During the year, the statutory auditors, cost auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

During the financial year ended 31^st March, 2026, your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) t hat the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5) that 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.

6) that 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.

A separate report on Management Discussion & Analysis is appended to the Annual Report as Annexure I and forms part of this Directors Report.

Report on Corporate Governance has been attached herewith as Annexure II pursuant to the provisions of Regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Employee relations remained cordial throughout the year.

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as Annexure VIII to this Report.

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors. The Company has appointed a firm of auditors for conducting internal audit periodically and the report is considered by the Audit Committee of the Board headed by a Non-executive Independent Director.

Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, the members of the Company, vide resolutions passed through postal ballot on 25^th April, 2025, approved:

1. Re-appointment of Mr. Ranjit Pamo Lala (DIN: 07266678) as the Managing Director of the Company for a period of two years w.e.f. 15^th May, 2025 to 14^th May, 2027;

2. Re-appointment of Mr. Anil Somshekar Karnad (DIN: 07551892) as the Whole Time Director (Operations) of the Company for a period of two years w.e.f. 1^st April, 2025 to 31^st March, 2027;

3. Appointment of Mr. Shishir Joshipura (DIN: 00574970) as an Independent Director for a first term of five consecutive years w.e.f. 07^th February, 2025 to 06^th February, 2030.

Further, based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, the members of the Company at the 37^th Annual General Meeting held on 25^th September, 2025, approved the re-appointment of Mr. Shourya Sengupta (DIN: 09216561), as an Independent Director of the Company for a second term of five consecutive years w.e.f. 29^th June, 2026 to 28^th June, 2031.

Mr. Navin Nayar (DIN: 00136057) and Mr. Kalathil Vijaysanker Kartha (DIN: 00176616), Non-Executive, Non-Independent Directors of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013, were re-appointed by the Members at the 37^th Annual General Meeting held on 25^th September, 2025.

Mr. Aditya Khaitan (DIN: 00023788) tendered his resignation from the position of Director of the Company w.e.f. 19^th March, 2026. The Board places on record its appreciation for the valuable services rendered and contributions made by him during his tenure as a Director of the Company.

Mr. Navin Nayar (DIN : 00136057) and Mr. Amritanshu Khaitan (DIN: 00213413) retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. A resolution seeking their re-appointment, forms part of the Notice convening the ensuing Annual General Meeting. The profile along with other details of Mr. Navin Nayar (DIN : 00136057) and Mr. Amritanshu Khaitan (DIN: 00213413) are provided in the annexure to the Notice of the AGM.

Mr. Manmohan Singh (DIN: 00699314) ceased to be Independent Director upon completion of his second consecutive term of appointment w.e.f. the close of business hours on 20^th April, 2026. Consequently, upon completion of his tenure as an Independent Director, he also relinquished the office of Chairman of the Company with effect from the same date. The Board places on record its sincere appreciation for his invaluable guidance, leadership and significant contribution during his association with the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Amritanshu Khaitan (DIN: 00213413), a Promoter and Non-Executive Non-Independent Director of the Company, as the Chairman of the Board of Directors of the Company, with effect from 21^st April, 2026, i.e. being the day immediately succeeding the date of expiry of tenure of Mr. Manmohan Singh.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

i. Mr. Ranjit Pamo Lala, Managing Director

ii. Mr. Anil S. Karnad, Wholetime Director (Operations)

iii. Mr. Sachin J. Vijayakar, Chief Financial Officer

iv. Mr. Arvind Bajoria, Company Secretary (Upto closure of 25^th September, 2025)

v. Mr. Abhijit Shevantilal Mehta, Company Secretary (with effect from 12^th November, 2025)

During the financial year, Mr. Arvind Bajoria tendered his resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 25^th September, 2025.

Further, Mr. Abhijit Shevantilal Mehta, has been appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12^th November, 2025.

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5^th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the new Evaluation Framework adopted by the Board, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2025-26. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors and the performance of the Chairman of the Board and the Board as a whole.

The Company has complied with the applicable provisions of Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments & loans made by the Company are provided in Note no. 6a & 6b of the financial statement.

During FY 2025-26, the Company has not given guarantee to any of its subsidiaries and other body corporates and persons.

In FY 2025-26, none of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act.

None of the transactions with related parties are material in nature or falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 does not apply to the Company for the FY 2025-26 and hence the same is not provided. The details of the transactions with related parties during FY 2025-26 are provided in the accompanying financial statements.

During the financial year, the Company entered into a material Related Party Transaction with Firstview Trading Private Limited in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said transaction was duly approved by the Members of the Company at the 37^th Annual General Meeting held on 25^th September, 2025.

The Vigil Mechanism Policy is available on the website of Company and can be accessed at https://www.kilburnengg. com/wp-content/themes/kilburn/pdf/policy/whistle-blower- policy.pdf.

During the year under review, no complaints were received under the Vigil Mechanism /Whistle Blower Policy.

Pursuant to Section 178 of the Act and SEBI Listing Regulations, the Company has adopted a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The Policy provides the framework for appointment, qualifications, attributes, independence criteria and remuneration structure, aimed at attracting, retaining and motivating competent professionals for effective management of the Company.

The Policy is available on the website of the Company at https:// www.kilburnengg.com/wp-content/themes/kilburn/pdf/policy/ remuneration-policy-directors-kmp-other-employees.pdf.

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same. The Risk Management Policy is available on the website of Company and can be accessed at https://www.kilburnengg. com/wp-content/themes/kilburn/pdf/policy/risk-management- policy.pdf

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations, with Mr. Amritanshu Khaitan (Chairman), Mr. Shourya Sengupta (Member) and Mr. Amitav Roy Choudhury (Member). The CSR Committee laid down the CSR policy of the Company which can be accessed at https://www.kilburnengg.com/wp-content/ themes/kilburn/pdf/policy/csr-policy.pdf The Company made a total CSR expenditure amounting to RS. 110.08 Lakhs during the FY 2025-26. The details of said expenditure are given in Annual Report on CSR Activities, attached herewith as Annexure IV in the form prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

As per the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual return of the Company for the financial year 2025-26 has been placed on the website of the Company at http://www.kilburnengg.com/.

The credit ratings awarded for credit facilities availed by the Company have been upgraded from ACUITE BBB + / A2 to ACUITE A - / A2+ on 19^th November, 2025 by Acuite Ratings & Research Limited.

During the financial year ended 31^st March, 2026, five Board Meetings were held. Details of meetings held and attended by each Director are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of proposed transfer of unclaimed amount to Investor Education and Protection Fund are given in the Corporate Governance Report forming part of this Annual Report.

a. Your Company has constituted an Internal Committee (IC) to consider and resolve all sexual harassment complaints reported by women employees. The constitution of IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints reported or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Please refer Internal

Committee section of Report on Corporate Governance, for more details.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

d. During the year under review, the Company complied with the provisions of the Maternity Benefit Act, 1961 alongwith the applicable rules under the said act and undertook necessary measures to ensure compliance for all eligible employees.

e. Except as disclosed elsewhere in the Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

f. Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

• There was no revision in the previous financial statements of the Company.

The Directors place on record its sincere appreciation to all its Collaborators for extending their valuable support and cooperation.

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors also thank all the employees of the Company for their valuable service and support during the year.