Kirloskar Brothers Ltd Directors Report

BOARDS REPORT

TO THE MEMBERS

Your Directors present the 105^th Board Report and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the reports of the Auditors thereon.

FINANCIAL RESULTS

The financial results of the Company for the Financial Year 2024-25 as compared with the previous Financial Year are as under:

		(Rs. Million)
	Year ended March 31,2025	Year ended March 31,2024
Revenue from operations	29,014	27,201
Other income	408	359
Total	29,422	27,560
Profit before tax	3,473	3,225
Tax expense	852	791
Profit for the period	2,621	2,434
Other comprehensive income	(41)	(72)
Surplus in Profit & Loss Account brought forward from previous year	8,157	6,152
Dividend	(476)	(357)
Available surplus	10,261	8,157

DIVIDEND

The Board of Directors have recommended a Dividend of Rs.7/- per equity share i.e. @ 350% of face value of Rs.2/- each, for the Financial Year 2024-25 (Rs. 6/- per equity share as Dividend for the Financial Year 2023-24) as per the Dividend Distribution Policy.

The total outflow towards dividend recommended for the Financial Year 2024-25 will be Rs.555.86 Million as against Rs.476.45 Million for the previous financial year.

Your Company has formulated a policy for Dividend Distribution which is disclosed on the website of the Company and can be accessed at https://www.kirloskarpumps.com/ wp-content/uploads/2025/02/Dividend-Distribution-Policy.pdf

OPERATIONS OF THE COMPANY

The revenue from operations for the year under review is 29,014 Million, which represents an increase of 6.7% as compared to the previous financial year.

The Financial Year 2024-25 was marked by steady economic recovery and renewed market confidence. Leveraging this positive momentum, the Company strengthened its operational efficiency and customer focus, enabling the delivery of superior products and services tailored to evolving market needs.

In FY 2024-25, Water Resource Management secured significant orders across Madhya Pradesh, Maharashtra, Uttarakhand, Uttar Pradesh, and Jammu & Kashmir, notably under the Jal Jeevan Mission (JJM) for multi-stage, split-case, and vertical turbine pumps. With loT-based solutions gaining traction under Atal Mission for Rejuvenation and Urban Transformation (AMRUT 2.0) and JJM, the Company is poised to make IoT a project standard, while also exploring solar hybrid systems and energy-efficient pump replacements. The Irrigation segment recorded impressive wins from Narmada Valley Development Authority (NVDA) and the Uttar Pradesh Irrigation Department, with replacement sales contributing 23%. In Power, the Company reinforced its leadership with key orders in nuclear, thermal, and hydro projects, including Indias first Pump-as-Turbine order. Thermal power saw strong inflows from supercritical projects in Chhattisgarh and Uttar Pradesh, along with flue gas desulphurisation pump supplies. The Valves business continued to earn large repeat orders in irrigation, backed by growing Maintenance, Repair and Operations (MRO) demand and export breakthroughs in the Middle East. Building & Construction achieved 23% sales growth through major supplies to projects like Worli redevelopment, Patna Metro Phase 1, and Pepsico Assam, supported by a strong industry presence and internal training initiatives. The Industry segment saw robust demand from Steel, Coal, Mining, and Chemicals, with Chemicals contributing 25% to segment sales. In Oil & Gas, the Company deepened its "Make in India" commitment with indigenised STPs for IOCL, HPCL, and BPCL, while Marine & Defence delivered fully localised pumps and firefighting systems under "Atmanirbhar Bharat." The Small Pump Business maintained steady year-on-year growth through product expansion, entry into new markets, network strengthening, and digital transformation, meeting rising demand for energy-efficient and eco-friendly solutions.

In FY2024-25, the Companys R&D division sustained its focus on innovation and application-driven product development, introducing new multistage pumps for high-pressure boiler feed applications and slurry recirculation pumps for FGD plants. Key milestones included the development of canned motor pumps for defence, the launch of advanced IoT-based KirloSmart 2.0 and 2.1 systems, and material advancements for slurry and monobloc pumps. As part of the i-Mission project, user-driven enhancements led to prototypes for four product series, alongside design optimisations in sewage handling pumps. Addressing market needs, KBL launched Indias first energy-efficient borewell submersible pump series and expanded its residential and agricultural product offerings.

In FY 2024-25, the Customer Service and Spares (CSS) function delivered strong results. The Small and Medium Pump Division (SMPD) achieved 13% sales growth through proactive services, energy audits, and a robust nationwide service network. The Engineered Service Division (ESD) for Large Pump Division (LPD) grew by 12%, driven by customer recovery from non-OEM providers, quick complaint resolution, and successful performance guarantee tests and energy audits, further strengthening the Companys service leadership.

The Company has further enhanced the capabilities of its channel partners to ensure faster product delivery and improved service responsiveness. In pursuit of this objective, six Authorised Pump set Original Equipment Manufacturer (APOEM) facilities have been established across the country, significantly reducing delivery timelines and strengthening customer support.

During the year, the Companys flagship manufacturing facility at Kirloskarvadi celebrated 115 years of its establishment, marking a significant milestone in the Companys industrial legacy. The plants adoption of Total Productive Maintenance (TPM) has notably enhanced operational efficiency, equipment reliability, and employee engagement, reaffirming its status as a world-class manufacturing hub. The Dewas Plant reinforced its commitment to innovation and customer satisfaction by launching 18 new pump variants and commissioning automation for pump performance testing, further strengthening its manufacturing capabilities. The Kaniyur Plant introduced two new pump models, achieving a record dispatch volume for FY 2024-25, while maintaining steady progress in TPM implementation. Similarly, the Sanand Plant expanded its portfolio with the launch of 49 new models and continued its focus on TPM-driven operational excellence.

KBLs Corporate Social Responsibility (CSR) initiatives are closely aligned with the Companys operational strengths, community needs, and national priorities, in adherence to Schedule VII of the Companies Act, 2013. Anchored in the United Nations Sustainable Development Goals (SDGs), our CSR efforts focus on four key areas: education, healthcare, skill development, and biodiversity conservation.

In education, we introduced activity-based learning, STEM modules, and digital tools in Zilla Parishad schools and ICDS centres across Maharashtra to strengthen foundational literacy and equip children with essential skills.

In healthcare, we enhanced Primary Health Centres in underserved areas by providing infrastructure upgrades to improve access to and quality of care.

Our skill development programme certified over 1500 plumbers across eight states through the Water Management and Plumbing Skill Council.

These initiatives reflect KBLs continued commitment to responsible corporate citizenship, sustainable development, and long-term value creation for society.

AWARDS AND RECOGNITION

The Company earned several prestigious awards and recognitions, including the Golden Peacock National Quality Award 2025, Excellence in Consistent TPM from JIPM, multiple accolades from the Quality Circle Forum of India, and significant acknowledgements for energy conservation and waste management initiatives under the CII Zero Waste to Landfill guidelines, further affirming the Companys pursuit of manufacturing excellence and sustainability leadership.

Furthermore, SPP Pumps, our group company, won the esteemed Manufacturer of the Year Award in Great Britain for the third consecutive year. These achievements speak volumes about SPP Pumps relentless pursuit of excellence.

Together, these achievements underscore the Companys innovative strength, competitive leadership, and position as a frontrunner in the global pump manufacturing industry.

There were no material changes or commitments to report that affected the Companys financial position that occurred between the end of the Financial Year and the date of this report.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the Financial Year 2024-25 and not to transfer any amount to general reserve.

STATUTORY DISCLOSURES

1. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2025 was 158.82 Million comprising of 79,408,926 equity shares of 2/- each. The Company does not have any shares with differential voting rights or sweat equity.

2. ANNUAL RETURN

As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013 (‘the Act), the Annual Return of the Company is placed on the website of the Company at https://www.kirloskarpumps.com/investors/ shareholders-meetings/

3. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year under review, 6 (Six) Board meetings were held, the details of which are appearing in the Report on Corporate Governance.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors to the best of its knowledge and ability confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed.

(b) t hey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. INDEPENDENT DIRECTORS DECLARATION

All Independent Directors of the Company have given declaration under Section 149(7) of the Act, that they meet the criteria laid down in Section 149(6) of the Act.

6. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of a director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities as required by the directors for the effective functioning of the Board.

The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy and other applicable statutes. As per the policy, the Executive Directors are entitled to a fixed salary, commission based on performance evaluation and other non-monetary benefits. In case of Non-Executive Directors, apart from receiving sitting fees, they are entitled to commission on the basis of criterion as per the policy.

The Remuneration Policy is available on the website of the Company at https://www.kirloskarpumps.com/ wp-content/uploads/2023/01/Remuneration-Policy.pdf. The salient features of this policy are as follows:

• Philosophy: The Company strongly believes that the system of Corporate Governance protects the interest of all stakeholders by inculcating transparent business operations and accountability from management towards fulfilling the consistently high standards of Corporate Governance in all facets of the Companys operations.

• Objective: Transparent process of determining remuneration at the Board and Senior Management level and appropriate balance between the elements comprising the remuneration.

• Coverage: The policy covers remuneration to Executive, Non-Executive Directors, Key Managerial Personnel and Senior Management Personnel.

7. REPORT OF AUDITORS

During the Financial Year under review, there are no qualifications, adverse remarks, or disclaimers made by the Statutory Auditor on the financial statements of the Company and by the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as Annexure V. There are no cases of fraud detected and reported by the Auditor under Section 143(12) during the Financial Year.

M/s. Sharp & Tannan Associates, Chartered Accountants (Firm Registration No. 109983W) have been appointed as Statutory Auditors of the Company for the second term of 5 consecutive years by the shareholders with effect from the conclusion of 102^nd Annual General Meeting till the conclusion of 107^th Annual General Meeting.

M/s. Dinesh Birla & Associates (C.P No. 13029 and Peer Review No. 1668), Practicing Company Secretary has been appointed as Secretarial Auditors of the Company for the Financial Year 2024-25. In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations, 2015), the Board of Directors has recommended appointment of M/s. Dinesh Birla & Associates as Secretarial Auditors for a term of 5 consecutive years with effect from the conclusion of 105^th Annual General Meeting i.e. from the Financial Year 2025-26 till the conclusion of 110^th Annual General Meeting i.e. till the Financial Year 2029-2030. He has confirmed his eligibility and necessary certificates as required under the Act and Listing Regulations have been received. His appointment for the term is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

M/s. Harshad S. Deshpande & Associates, (Firm Registration No. 00378) have been appointed as the Cost Auditors, as per Section 148 of the Act, read with applicable rules made thereunder, for the Financial Year 2025-26. Their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees or investments under Section 186 of the Act, are available under Note no. 5, 7, 35E and 36 of notes to accounts, attached to the Standalone Financial Statements.

The full particulars are available in the Register maintained under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday).

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company sold its entire equity shareholding i.e. 41,700 equity shares of Rs.10,000/- each held in The Kolhapur Steel Limited, a non-material wholly-owned subsidiary, to Karad Projects and Motors Limited, a material wholly-owned subsidiary, at a value of Rs.108 Million. The transaction was considered to be not in ordinary course of business. The same was entered at an arms length price based on indepedant valuation after obtaining necessary approvals.

Except as mentioned above, all contracts/arrangements/transactions entered by the Company during the Financial Year 2024-25 with the related parties were in the ordinary course of business and at arms length basis. There are no transactions required to be disclosed in Form AOC-2 (Annexure IV). During the Financial Year, the Company has not entered into contracts/arrangements/transactions with the related parties which could be considered material in accordance with the Companys ‘Policy on Related Party Transactions. The said policy is available on the website of the Company.

Further, attention is drawn to Note no. 35 of the Standalone Financial Statements of the Company for details of related party transactions.

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

Details of energy conservation, technology absorption, research and development and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act, read with the applicable rules, are given as an Annexure I to this Report.

11. RISK MANAGEMENT

The Risk Management Committee of the Company meets at regular intervals and identifies the top risks and prioritises those risks. Particulars of the Committee and salient features of the Risk Management Policy of the Company are given in the Report on Corporate Governance. The Risk Management Policy, inter alia, includes identification of major risks and also those risks which in the opinion of the Board may threaten the existence of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Company has a CSR Policy as per the requirements of the Act and the same is available on the website of the Company.

The key drivers of this policy are as follows:

• The Company believes that serving society is a primary purpose.

• Perceivable improvement in attitude, culture and values amongst employees and community.

• Conservation of natural resources and commitment to Green Environment.

• Developing business processes which are environmentally and socially sustainable.

The details of CSR Policy of the Company and the status of implementation of CSR activities are covered in the Corporate Social Responsibility Report in the required format is given as Annexure II to this report.

13. BOARD EVALUATION

The Board has formulated a Board Evaluation Policy for evaluation of individual Directors as well as the entire Board and Committees thereof. The evaluation framework is divided into parameters based on various performance criteria. The evaluation process for the Financial Year ended on March 31, 2025 has been carried out.

As a part of the evaluation process, the Directors submitted their feedback regarding the evaluation of the Board, of its Committees and other individual Directors of the Company for the Financial Year 2024-25, through an online platform. The performance evaluation of the Non-Independent Directors and the Board as a whole, was carried out by the Independent Directors. The Performance evaluation of the Chairman and the Managing Director was also carried out by the Independent Directors, considering the views of the Executive and Non-Executive Directors. The performance evaluation of the Joint Managing Director of the Company was carried out by the Independent Directors. The results of the said evaluation were shared with the Board, Chairman of the respective Committees and individual directors. The results showed high level of commitment and engagement of the Board and its various committees.

In compliance with the requirements under Schedule IV of the Act, read with Regulation 25(3) of the SEBI Listing Regulations, 2015, a meeting of Independent Directors was held on March 29, 2025 primarily to discuss the matters mentioned under the said Schedule. The feedback of the said meeting was shared with the Board of the Company.

14. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Following are the highlights of performance of subsidiaries, associate and joint venture companies and their contribution to the overall performance of the Company during the period under review:

i. Kirloskar Brothers International B.V. (consolidated)

The revenue for the year under review is 15,260 Million which is 21.30% more as compared to the previous year. This constitutes 33.97% of consolidated revenue of your Company.

ii. Karad Projects and Motors Limited

The revenue for the year under review is 5,743 Million which is 13.4% more as compared to the previous year. This constitutes 12.78% of consolidated revenue of your Company.

iii. Kirloskar Corrocoat Private Limited

The revenue for the year under review is 601 Million which is 48.40% more as compared to the previous year. This constitutes 1.34% of consolidated revenue of your Company.

iv. The Kolhapur Steel Limited

The revenue for the year under review is 276 Million which is 48.30% lower as compared to the previous year. This constitutes 0.61% of consolidated revenue of your Company.

v. Kirloskar Ebara Pumps Limited (Joint Venture)

The revenue for the year under review is 3,568 Million which is 18.42% more as compared to the previous year.

The financial position of the subsidiaries and joint venture companies is given in AOC-1, in this Integrated Annual Report.

15. OTHER STATUTORY DISCLOSURES AS REQUIRED UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

(i) Financial summary/highlights are included in the Report.

(ii) There was no change in the nature of business during the year under review.

(iii) Details of Directors are given in the Report of Corporate Governance, forming part of this Integrated Annual Report.

- Mr. Alok Kirloskar (DIN 05324745) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

- Mr. Pradyumna Vyas (DIN: 02359563) was appointed as an Additional Director in the category of Independent Director, with effect from May 14, 2025. The Board recommends his appointment as an Independent Director of the Company, for a term of 5 years w.e.f. May 14, 2025 at the ensuing Annual General Meeting of the Company.

- Mr. Sanjay Kirloskar (DIN: 00007885) was re-appointed as the Managing Director of the Company, with effect from November 19, 2025, upto March 21,2027. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

- Details of the Key Managerial Personnel (KMP) of the Company and changes therein during the year under review, are as under:

Mr. Sanjay Kirloskar	- Chairman and Managing Director
Mr. Devang Trivedi	- Company Secretary
Mr. Chittaranjan Mate	- Chief Financial Officer - upto May 14, 2024
Mr. Ravish Mittal	- Chief Financial Officer - from May 15, 2024 to February 28, 2025.

Mr. Bhavesh Chheda has been appointed as Chief Financial Officer (CFO) and KMP with effect from May 14, 2025.

(iv) During the year, Rotaserve Mosambique, a step-down foreign subsidiary of the Company (i.e. subsidiary of SPP Pumps International Proprietary Ltd.) has been dissolved and hence ceased to be a subsidiary of the Company with effect from July 5, 2024.

(v) The Company, on October 1, 2024, has sold its entire stake in its non-material wholly owned subsidiary viz. ‘The Kolhapur Steel Limited (TKSL) to a material wholly owned subsidiary viz. Karad Project and Motors limited (KPML) for 108 Million based on independant valuation. Accordingly, TKSL has ceased to be a wholly owned subsidiary of the Company and it has become a wholly owned subsidiary of KPML and thus a step-down subsidiary of the Company.

(vi) During the year, the Company has invested 39.582 Million and acquired 37.52% equity stake in the paid-up equity share capital of Sunsure Solarpark Nineteen Private Limited (Sunsure Solarpark), for purchase of solar power through open/group captive scheme. Accordingly, Sunsure Solarpark has become an Associate Company of Kirloskar Brothers Limited.

Material Subsidiaries

Regulation 16 of the SEBI Listing Regulations, 2015 defines a ‘material subsidiary to mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

Under this definition, Karad Projects & Motors Limited, Karad, Maharashtra (‘KPML), incorporated on 2^nd April, 2001, an Unlisted Indian Subsidiary and SPP Pumps Limited (‘SPP), UK, incorporated on 21^st July, 2003, an Unlisted Foreign Subsidiary, are material subsidiaries of the Company.

The subsidiaries of the Company function independently, under the supervision and control of the Board of Directors of respective companies. The minutes of Board Meetings of subsidiaries of the Company are placed before the Board of Directors of the Company for their review, at every quarterly Meeting.

In addition to the above, Regulation 24 of the SEBI Listing Regulations, 2015 requires that at least one Independent Director on the Board of Directors of the listed entity shall be a Director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For this provision, material subsidiary means a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. However, there is no such subsidiary which falls under this definition of unlisted material subsidiary for the financial year ended March 31,2025.

M/s. Sharp & Tannan Associates, Chartered Accountants, Mumbai, are the statutory auditors of KPML. Saffery LLP Chartered Accountants, UK, are the statutory auditors of SPP

The other requirements as prescribed under Regulation 24 of the SEBI Listing Regulations, 2015 for Subsidiary Companies have been complied with.

Secretarial Audit of Material Unlisted Indian Subsidiary

KPML, a material subsidiary of the Company carried out Secretarial Audit for the Financial Year 2024-25 pursuant to Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, 2015. The Secretarial Audit Report of KPML submitted by Mr. Abhijit Dakhawe, Practicing Company Secretary is attached as Annexure VI to this Report, and it does not contain any qualification, reservation or adverse remark or disclaimer.

(vii) Details relating to Deposits:

The Company has neither accepted nor renewed matured deposits since January 2003 and there were no deposits accepted by the Company as covered under Chapter V of the Act read with Rules made thereunder.

(viii) The details of Deposit which are not in compliance with the requirement of the Chapter V of the Act - NA.

(ix) No significant and material orders were passed by the regulators or court or tribunals impacting the going concern status and Companys operations in future.

(x) Details in respect of adequacy of internal financial controls with reference to the financial statements:

The Company has adequate internal financial control systems in place. The control systems are regularly reviewed by the external auditors and their reports are presented to the Audit Committee.

The Company has an Internal Audit Charter specifying mission, scope of work, independence, accountability, responsibility and authority of Internal Audit Department. The internal audit reports are placed before the Audit Committee meeting along with management response.

(xi) Your Company is required to maintain the cost records as required under Section 148(1) of the Act and accordingly, such accounts and records are maintained by the Company for the Financial Year ended on March 31,2025.

(xii) The details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year - Nil.

(xiii) The details of the 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 reason thereof - Nil

(xiv) Other disclosures required under the Companies

Act, 2013 as may be applicable:

• Composition of the Audit Committee has been disclosed in Corporate Governance Report. All the recommendations of the Audit Committee were accepted by the Board.

• Establishment of Vigil Mechanism: The Company has already in place a ‘Whistle Blower Policy as a Vigil Mechanism since 2008. The details of which are reported in Corporate Governance Report.

• Disclosure 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 given as Annexure

III. Details of employees required pursuant to Rule 5(2) of the said rules, will be provided on request, by the Company Secretary.

(xv) Other Disclosure:

- The Company has filed a suit against Kirloskar Proprietary Limited (KPL) relating to the use, assignment and ownership of the trademark "Kirloskar". The Company has made appropriate pleadings in the said Suit as advised by the Legal Advisors of KBL and has inter-alia, challenged the unlawful termination and sought declaration, injunction and other appropriate relief/s. KPL subsequently has withdrawn the termination letters with effect from March 3, 2020.

- The Company has, without prejudice to its rights and contentions, including those in the pending proceedings, in compliance with the directions of the Order dated 05.12.2023 of the Honble Commercial Court, Pune, deposited the claimed Royalty amount with the Court from the quarter ended October 2018 onwards until 3^rd quarter of FY 2024-25. Pending dispute, the Honble Commercial Court, has directed its treasury to invest the said deposited royalty amount in a Nationalised bank for a fixed term of three years.

- In July 2024, KPL once again communicated its intent to terminate the Trademark License/ User Agreement vide its communication dated July 11, 2024. Being aggrieved by the same, KBL had filed an Interim Application in the Suit inter alia challenging such communication. The Honble Pune District Court, vide its Order dated January 9, 2025, was pleased to allow KBLs Interim Application and stayed the effect and operation of the termination letter dated July 11, 2024. The Honble Court further restrained KPL from taking any steps to terminate the Trademark License/User Agreements, pending the hearing and final disposal of the above Suit.

- KPL has filed an Appeal on February 9, 2025 before Honble Bombay High Court challenging the said Order dated January 9, 2025.

- In terms of requirement under Regulation 30A(2) of the SEBI Listing Regulations, 2015, details of the agreements, are available on the website of the Company at https://www.kirloskarpumps.com/investors/ regulation-30a-disclosures/.

16. CASH FLOW

Cash flow statement for the Financial Year ended on March 31, 2025 forms part of the Financial Statements attached to this report.

17. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

SAFETY, HEALTH AND ENVIRONMENT

Safety and Health

• Reporting of unsafe acts, unsafe conditions and near miss prevents future accidents. It not only fosters a culture of safety but increases accountability among employees. Reporting of these safety opportunities helps organisations to identify areas where improvements can be made and create a safer work environment for employees. 2.6 per staff safety opportunities (unsafe conditions etc.) were reported in the year 2024-25.

• Corrective And Preventive Actions (CAPA) are crucial for accident prevention by addressing existing problems and proactively mitigating future risks. Corrective actions, taken after an incident, focus on fixing the immediate issue and preventing it from recurring, while preventive actions aim to eliminate the root cause of potential problems before they escalate, potentially leading to accidents. The Company has complied with more than 98% of CAPA in the year 2024-25.

• The Company has reviewed internal audit check sheet and made it more comprehensive and going beyond the requirements mentioned in IS14489. All manufacturing plants of the Company are audited by cross plant safety auditors. Major findings were communicated as non-compliances and minor findings were communicated as area for improvement.

• Employees with the knowledge and skills to identify hazards, implement safety procedures, and handle emergencies effectively, ultimately fostering a safer workplace. The Company has provided more than 3.5-man hours safety training per employee in the year 2024-25.

• Behaviour Based Safety (BBS) proactively addresses the human element in workplace safety, reducing unsafe behaviour by correcting it and reinforcing safe practices. By focusing on what people do, not just whats wrong, BBS fosters a safer and more engaged workforce resulting improved safety culture. More than 7,000 BBS checks were carried out in the year 2024-25, which then analysed and used to improve safety at workplace.

• Year 2024-25 is Reportable accident free for the Company. A good achievement and outcome of efforts taken by all employees towards improvement of safety culture.

• The target is not only to have zero reportable accident but also to have zero injury. Small injuries are the indication of safety performance. Control over small injuries leads to less chance of any big injury. There is 24% reduction in first aid injuries in the year 2024-25 as compared to year 2023-24.

Environment and Energy

Through its Sustainability Policy, the Company is dedicated to achieving excellence in sustainable performance by integrating economic, environmental, and social dimensions. In line with this commitment, the Company pursues a variety of initiatives aimed at minimising its environmental footprint. These initiatives include the conservation of natural resources, reduction of resource use and carbon emissions, development of products with a low ecological footprint, promotion of energy-efficient and renewable energy solutions, conservation of biodiversity, and active engagement with stakeholders and communities to advance sustainability practices.

The Company proudly contributes to nation-building by aligning with key national initiatives such as the ‘Make in India vision and the ‘Swachh Bharat Mission. As a pioneer in sustainable practices, the Company established the first LEED Platinum-certified green building in Pune. We continue to nurture sustainability through:

• GreenCo-certified plants,

• Zero Waste to Landfill certifications,

• Focused water conservation projects,

• Biodiversity assessments,

• Implementation of Zero Liquid Discharge units, and

• Development of GreenPro-certified products.

Through these efforts, the Company is paving the way for a greener, more sustainable future while strengthening commitment to environmental stewardship and responsible growth. This all highlights commitment to producing and distributing eco-friendly products providing valuable insights into the environmental impact of companys manufacturing processes. Following this, the Company has initiated assessments on a broader range of products to further reduce greenhouse gas (GHG) emissions.

In alignment with commitment to conserving fossil fuels and increasing reliance on renewable energy, the Company has signed ‘Third party Open Access Power Purchase Agreement with Sunsure Solarpark Nineteen Pvt. Ltd. for 13.5 MWp solar power. This clean energy source will provide nearly 70% of the electricity needs at its manufacturing facilities, reducing CO₂ emissions significantly. This green energy initiative complements the 4 MW of wind power and 1.5 MW Solar power generated at Kirloskarvadi plant.

The Company is committed to the Integrated Management System (IMS) certification that complies with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 & ISO 50001:2018 standards. Through this IMS certification, it promotes a positive culture to create safe, healthy and environment-friendly workplace. The Company acknowledges the global concern on climate change and hence recognises energy as one of the most important resources used.

The Company is deeply committed to addressing climate change and aligning its operations with global sustainability initiatives. Climate change mitigation is integrated into core business strategy, and the Company has undertaken decisive steps to reduce greenhouse gas (GHG) emissions across all areas of its operations.

A major milestone in this journey has been the adoption of the GHG Protocol Standard, a globally recognised framework for measuring and managing GHG emissions. Building on this, KBL has developed and implemented a comprehensive Climate Change Policy that reinforces its commitment to reducing emissions and mitigating the impacts of climate change. This policy is aligned with international frameworks such as the Paris Agreement and complies with national and regional climate action regulations.

The Companys climate strategies include:

• Setting clear targets for reducing carbon footprint, energy consumption, and waste generation over the next decade.

• Pursuing an ambitious goal to achieve Operational Net Zero by 2040 and Overall Net Zero by 2047, ahead of Indias national commitment to achieving carbon neutrality by 2070.

Through these initiatives, the Company is proactively contributing to a more sustainable future while supporting Indias broader environmental goals.

REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS, CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations 2015, Management Discussion and Analysis Report, Report on Corporate Governance, Auditors Certificate on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34(3) and the declaration by the Chairman and Managing Director regarding affirmations for compliance with the Companys Code of Conduct are annexed to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company has been reporting its sustainability performance for the past 15 years. Further, the Company started presenting Integrated Annual Report since 2018-19. The Annual Report for the Financial Year 2024-25 is the 7^th Integrated Annual Report of the Company. Pursuant to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, the Business Responsibility and Sustainability Report for the Financial Year 2024-25 is annexed to this report.

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

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. For the Financial Year ended on March 31,2025, it is reported as under:

1 No. of complaints received in the year	Nil
2 No. of complaints disposed-off in the year	NA
3 Cases pending for more than 90 days	NA
4 No. of workshops and awareness programmes conducted in the year	73
5 Nature of action by employer or District Officer, if any	NA

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support and co-operation extended by the banks and financial institutions. Your Directors would also like to record their appreciation for the persistent efforts by the employees of the Company and wish to express their gratitude to the Members for their continued trust and support.

	For and on behalf of the Board of Directors,
	Sanjay C. Kirloskar
	Chairman & Managing Director
Pune: 14th May, 2025	DIN 00007885