Kirloskar Electric Company Ltd Directors Report

Dear Shareholders,

The Board of Directors (the Board) is pleased to present the 79^th Annual Report of Kirloskar Electric Company Limited together with the audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2026. This report covers the Companys financial and operational performance, significant developments during the year, corporate governance practices, and other disclosures as required under the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Review of performance and state of Companys affairs:

During the year under report, your Company achieved a total turnover of Rs. 58,934/-Lakhs (previous year Rs. 54,382/- Lakhs). The operations have resulted in profit of Rs. 663/- Lakhs (previous year profit was Rs. 3,583/- Lakhs) i.e., total comprehensive income for the period.

The financial summary and highlights are as follows:

PARTICULARS	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	58,934	54,382	58,934	54,382
Other income (Net)	1,106	698	1,106	775
Total Revenue	60,040	55,080	60,040	55,157
Total Expense	58,356	55,334	58,363	55,754
Profit before Exceptional items	1,684	(254)	1,677	(597)
Exceptional Items	(808)	995	(808)	995
Profit / (Loss) before tax	876	741	869	398
Tax Expense	30	25	30	25
Profit / (Loss) after tax	846	716	839	373
Total other comprehensive income	(183)	2,867	(183)	2,867
Total comprehensive income for the period	663	3,583	656	3,240

Note: The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

Change in the nature of business:

There was no change in nature of the business of the Company during the financial year ended on March 31,2026.

Dividend:

In view of the accumulated losses, the Board of directors of your Company has not recommended any dividend for the year under review.

Transfer to reserves:

In view of the accumulated losses, the Board of directors of your Company has not transferred any amount to the reserves for the year under review.

Transfer to Investor Education and Protection Fund:

During the year under review, no unclaimed / unpaid dividend and the corresponding shares were transferred to Investor Education and Protection Fund ("IEPF").

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the website of the Company at https://kirloskarelectric.com/investors/investors-information/investor-contacts.html.

Share Capital:

As on March 31,2026, the paid up share capital of your Company stood at Rs. 66,41,40,710/- divided into 6,64,14,071 equity shares of Rs. 10/- each.

Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 55(2) & 77 of the Companies Act, 2013:

The Company has not redeemed any shares / debentures during the financial year under review and hence no information as per provisions of Section 55(2) & 77 of the Act read with the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme (ESOS) during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure under section 67(3) of the Companies Act, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

Fixed deposits:

Particulars	(fin Lakhs)
1. Accepted / renewed during the year	Nil
2. Remained unpaid or unclaimed at the end of the year.	Nil
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-	N/A
• At the beginning of the year
• Maximum during the year
• At the end of the year
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Act;	Nil

Credit Ratings:

Information regarding credit ratings obtained by the Company for the year under review has been given under the Corporate Governance Report which forms part of this Annual Report.

Subsidiaries, associate companies & joint ventures:

Pursuant to the Scheme of Merger by Absorption (Amalgamation) sanctioned by the Honble National Company Law Tribunal, Bengaluru Bench, vide its Order dated April 30, 2026, KELBUZZ Trading Private Limited, Luxquisite Parkland Private Limited, SLPKG Estate Holdings Private Limited and SKG Terra Promenade Private Limited, being wholly owned subsidiaries of the Company, were amalgamated with Kirloskar Electric Company Limited. The Scheme became effective in accordance with its terms, with the Appointed Date being April 1,2024.

Consequent to the aforesaid Merger by absorption, the above transferor companies ceased to be wholly owned subsidiaries of the Company. Further, Kirsons BV, Netherlands, which was a subsidiary of Luxquisite Parkland Private Limited prior to the merger by absorption, became a direct subsidiary of the Company with effect from the Effective Date of the Scheme. The Company has now one subsidiary, one associate company & one joint venture Company.

The consolidated financial statements of the Company and its subsidiary are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report.

Neither the Executive Chairman and nor the whole-time directors of the Company receive any remuneration or commission from any of its subsidiary or associate Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the reports on the performance and financial position of the subsidiary and associate companies have been provided in Form AOC-1 appended to this report.

Directors and Key Managerial Personnel:

Your Company has a well-diversified Board comprising of directors having skills, competencies and expertise in various areas to ensure effective corporate governance of the Company.

As on March 31,2026, the Board comprised of nine (09) directors, out of which five (05) were Non-Executive Independent Directors, two (02) Non Executive Non Independent Woman Directors and two (02) Executive Directors. The Company is in compliance with the regulation 17 of the SEBI Listing Regulations.

In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Rukmini Kirloskar (DIN: 00309266), a Non Executive Non Independent Director being longest in the office, shall retire by rotation and being eligible, has offered herself for re-appointment. The resolution seeking members approval for her re-appointment forms part of the AGM Notice.

During the year under review, Mr. Anand B Hunnur (DIN: 06650798) was re-appointed as the Managing Director of the Company for a period of three (03) years with effect from July 12, 2025. The members of the Company has approved the reappointment of Mr. Anand B Hunnur by way passing special resolution at the 78^th Annual General Meeting held on September 16, 2025

Dr. Ashok Misra (DIN: 00006051), Independent Director of the Company has completed his second term, comprising five consecutive years, and has retired from his directorships effective from the close of business hours on November4, 2025.

Mr. Sanjeev Kumar Shivappa (DIN: 08673340), Whole-time Director of the Company, has retired from the position of whole-time director on February 13, 2026 and accordingly ceased to be a Director of the Company with effect from that date.

Ms. Janaki Kirloskar was appointed as a Chief Executive Officer (CEO) also designated as Key Managerial Personnel (KMP) of the Company, with effect from February 11,2026. The members of the Company have accorded their approval by way of postal ballot on April 06, 2026 for the appointment of Ms. Janaki Kirloskar for office or place of profit.

Mr. Sanjeev Kumar S, Chief Financial Officer of the Company, was relieved of his duties with effect from the close of business hours on March 06, 2026 and accordingly ceased to be a of the Chief Financial Officer Company with effect from that date.

Ms. Janaki Kirloskar (DIN: 00309238) was appointed as an Additional Director on the Board of Directors of the Company with effect from May 26, 2026 who shall hold the position upto the date of the AGM. The resolution seeking members approval for her appointment forms part of the AGM Notice.

Subsequent to appointment of Ms. Janaki Kirloskar as a Chief Executive Officer (CEO) of the Company, the Board based on the recommendations of NRC & subject to approval of members, proposed to promote Ms. Janaki Kirloskar as Joint Managing Director of the Company with effect from May 26, 2026. Ms. Janaki Kirloskar ceases to hold the position of Chief Executive Officer (CEO) of the Company. The resolution seeking members approval for her appointment as Joint Managing Director forms part of the AGM Notice.

Mr. Dillip Kumar Pani was appointed as Chief Financial Officer (CFO) with effect from May 26, 2026 by the Board of Directors and also was designated as Key Managerial Personnel (KMP) of the Company.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/ Committee meetings of the Company.

The Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were Mr. Vijay R Kirloskar, Executive Director, Mr. Anand B Hunnur, Managing Director, Ms. Janaki Kirloskar, Chief Executive Officer (upto May 26, 2026) and Mr. Mahabaleshwar Bhat, Vice President - Corporate Affairs & Company Secretary.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors have also confirmed compliance with the provisions of Regulation 25(8) of the SEBI Listing Regulations by affirming that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the declarations and confirmations received from the Independent Directors and after undertaking an assessment of the veracity of the same, the Board is of the opinion that all the Independent Directors fulfill the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and the Companys Code of Conduct applicable to the Directors and Senior Management Personnel.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience (including proficiency, wherever applicable) and fulfill the conditions for appointment as Independent Directors under the applicable provisions of the Act and the SEBI Listing Regulations.

Evaluation of Directors, Committees and the Board:

The evaluation process has been explained in the Corporate Governance Report which forms part of the annual report.

Number of meetings of the Board of Directors and its Committees:

The Board of directors met eight (08) times during the financial year 2025-26 under review through Video Conference mode / other audio visual means mode & physical mode.

The maximum interval between any two meetings was within the maximum allowed gap pursuant to the Act and SEBI Listing Regulations read with the Circulars issued by MCA , SEBI & Secretarial Standard (SS).

The Board meetings were held on April 28 2025, May 28 2025, July 10 2025, August 12 2025, September 16 2025, November 11 2025, February 11 2026 and March 26 2026.

The composition and the details of the meetings of the Board and its Committee held during the year are contained in the Corporate Governance Report which forms part of the annual report.

Nomination and Remuneration Policy:

The Nomination and Remuneration Committee is responsible for recommending to the Board, a policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at https://kirloskarelectric.com/investors/investors-information/policies.html.

Features of Nomination and Remuneration Policy:

• The policy has been framed in line with the Companys philosophy to ensure equitable remuneration to all the directors, key managerial personnel (KMP) and employees of the Company.

• The policy lays down the criteria, terms and conditions including qualifications and positive attributes for identifying persons who are qualified to become directors (executive and non-executive / Independent) and persons who may be appointed in senior management and key managerial positions of the company.

• The policy determines the remuneration of Directors, Key Managerial Personnel and other employees based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies.

• This Policy is divided in three parts:

Part - A: covers matters to be dealt by the committee.

Part - B: covers appointments and nominations.

Part - C: covers remuneration and perquisites etc.

Risk Management Policy:

Your Company has devised and implemented a comprehensive Risk Management Policy which provides for identification, assessment and control of risks that the company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The Risk management policy has been appended to this report as Annexure-I.

Conservation of energy, technology absorption, Research & development and foreign exchange earnings and outgo:

The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure - II, which forms part of this report.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report ("MDAR") for the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of the SEBI Listing Regulations is appended hereto as Annexure - III and forms part of this report.

Managerial remuneration:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in the Annexure - IV.

Particulars of employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing disclosures pertaining to remuneration and also the names and other particulars of the employees drawing remuneration in excess of limits set out in the said rules are provided in a separate Annexure to the Boards Report which forms part of the annual report. The report and the accounts are being sent to the Members excluding the aforesaid annexure and in terms of Section 136 of the Companies Act 2013, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investors@kirloskarelectric.com

Annual Return:

According to the provisions of Section 134(3)(a), a copy of annual return i.e., Form MGT-7 for the year ended March 31,2025 has been placed on the Companys website: https://kirloskarelectric.com/investors/investors-information/financial.html.

Directors Responsibility Statement:

We, the Directors of your Company, confirm, to the best of our knowledge and ability that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) we 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 / loss of the Company for that period;

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

(d) we have prepared the annual accounts on a going concern basis;

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

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

Particulars of loans, guarantee, investments and securities:

There were no loans and advances, guarantees, investments made or security given to any Body Corporate by the Company during the financial year 2025-26.

Particulars of loans, advances, investments as required under the listing regulations:

The details of related party disclosures with respect to loans, advances, investment at the year end and maximum outstanding amount thereof during the year as required (under part A of Schedule V of the Listing Regulations) have been provided in the notes to the financial statements of Company.

Your directors draw attention of the members to note no. 14, 17 & 36(9) of the standalone financial statements which sets out the details of loan and advance, guarantee or investment.

Particulars of contracts or arrangements with related parties:

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2025-26 and hence, the same is not required to be provided.

During the FY 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable. The Policy on Related Party Transaction is available on the Companys website:https://www.kirloskarelectric.com/images/pdf/investor/policies/Policy-on-related-party-transactions.pdf

Your Directors draw attention of the members to note no. 36(9) to the standalone financials statement which sets out the related party disclosures.

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure - V of this Report. The CSR committee has been duly constituted and also CSR policy has been framed. The policy can be accessed at the following URL: https://www.kirloskarelectric.com/investors/investors-information/policies.html

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company:

The CSR Committee hereby confirms that the implementation and monitoring of CSR policy has been carried out with all reasonable care and diligence and the same is in compliance with the CSR objectives and the policy of the Company.

Material Changes affecting the Company:

There have been no material changes and commitments affecting the financial positions of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts:

The disclosure on the order passed by the Honorable NCLT, Bengaluru Bench has been disclosed under Merger & Acquisition (M&N) Section. Apart from this there were no significant and material orders passed against the Company by the regulators or courts or tribunals during financial year 2025-26 impacting the going concern status and Companys operations in future.

Vigil mechanism for Directors and Employees:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal procedural course to the directors and employees to report their concerns about any poor or unacceptable practices or any event of misconduct or violation of Companys code of conduct. The purpose of this policy is to provide a framework to secure whistle blowing incidents and to protect the employees who are willing to raise concerns about serious irregularities within the Company. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of Vigil

Mechanism is available on the Companys website at https://kirloskarelectric.com/investors/investors-information/policies.html

Statutory auditor:

Pursuant to the provisions of section 139 and other applicable sections of the Act, read with Companies (Audit and Auditors) Rules, 2014, as amended, the Company at its 77^th AGM has re-appointed M/s. Prabhashankar & Co., Chartered Accountants (Firm Registration No: 004982S) as the Statutory Auditors for a period of 3 years till the Conclusion of 80^th Annual General Meeting.

Auditors Report:

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM. Branch auditor:

M/s. BMS Auditing, Chartered Accountants, UAE were reappointed as the auditors for conducting audit of sales office at Ajman, UAE. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has proposed to appoint, M/s. BMS Auditing, Chartered Accountants, as auditors for conducting audit of sales office at Ajman, UAE and to hold the office from the conclusion of 79^th Annual General Meeting until the conclusion of 80^th Annual General Meeting of the Company subject to the approval of the members of the Company.

Internal auditor:

The Company had appointed M/s. T. Sriram, Mehta & Tadimalla, Chartered Accountants (FRN: 004064S), Bengaluru as its internal auditors for the year 2025-26.

Cost auditor:

M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration no. 000065), were appointed as cost auditors of the Company for the financial year ended March 31,2026. The Board of Directors of your Company has fixed Rs.450,000/- (Rupees Four Lakhs Fifty Thousand only) as audit fees, which requires ratification by the members of the Company in terms of the applicable provisions of the Act. Accordingly, a resolution seeking members approval has been set forth in the notice of the 79^th Annual General Meeting of the Company.

Disclosure under section 148(1) of the Act:

During the period under review, the Company has conducted the audit of cost records and maintained the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Secretarial auditor:

M/s. S. P. Ghali & Co., Company Secretary, Belgaum (Membership no. FCS no. 7037 & COP no. 7537) as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing on from financial year 2025-26 till financial year 2029-30, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report. The audit report is enclosed as Form MR - 3.

Explanations or comments on auditors qualifications / adverse remarks / emphasis on matters:

There are no auditors Qualification / adverse remarks / Emphasis on matters.

Secretarial Standards:

During the financial year 2025-26, the Company has complied with provisions of applicable Secretarial standards issued by the Institute of Company Secretaries of India.

Instances of fraud : reported by auditors :

During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors or Secretarial Auditors have reported to the Audit Committee or the Board of the Company any material fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Details in respect of adequacy of internal financial controls with reference to the financial statement:

The Company has a robust system of internal financial control, which is in operation. The internal financial controls have been documented, digitized and embedded in the day to day affairs of the business process of the Company. The effectiveness of the internal financial controls are obtained through management reviews at regular intervals, assessments, monitoring by the functional experts as well as auditing of the internal control systems by the internal auditors during the course of their audits. We believe that these systems provide better assurance that our internal financial control systems are well designed and are operating effectively.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

Your Companys corporate governance report for the financial year 2025-26 is appended to this annual report. A certificate on the status of compliance on corporate governance is also appended and forms part of this annual report.

Prevention of Sexual Harassment at Workplace:

Your Company has zero tolerance policy in case of sexual harassment at workplace and committed to provide a healthy environment to each and every employee of the Company. Your Company has in place Policy on Sexual Harassment Redressal and all employees (permanent, contractual, temporary, trainees) are covered under this policy.

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) Act, 2013 ("POSH Act) and in terms of section 22 of the POSH Act read with Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Rules, 2013, we report as follows for the year ended on March 31,2026:

Particulars	Status
1 No of complaints received in the year	Nil
2 No of complaints disposed off in the year	Nil
3 Cases pending for more than 90 days	Nil
4 No of workshops and awareness programme(s) conducted in the year	02
5 Nature of action by employer or District office, if any	Nil

Statement on compliance with Maternity Benefit Act, 1961

As per the provisions of Companies (Accounts) Second Amendment Rules, 2025, it is hereby confirmed that the Company has complied with all the applicable provisions of Maternity Benefit Act, 1961.

Merger and Acquisitions (M&A):

The merger by absorption (Amalgamation) of four wholly-owned subsidiary companies, KELBUZZ Trading Private Limited (KTPL), Luxquisite Parkland Private Limited (LPPL), SLPKG Estate Holdings Private Limited (SEHPL), and SKG Terra Promenade Private Limited (STPPL) with the holding company, Kirloskar Electric Company Limited (KECL), was filed before the National Company Law Tribunal (NCLT), Bengaluru Bench, on October 31,2024.

The Scheme of Merger is sanctioned by the Honble National Company Law Tribunal Bengaluru Bench, Bengaluru ("NCLT Bengaluru") through its order dated April 30, 2026. The appointed date for this amalgamation is April 1,2024. All directions issued by the NCLT have been adhered to by the Company and relevant filings and disclosures made periodically.

Participation and voting at 79^th AGM:

Pursuant to the General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs ("MCA") in continuation of its previous circulars (including General Circular No. 20/2020 dated May 5, 2020, and General Circular No. 09/2024 dated September 19, 2024), and in compliance with the provisions of the Act and Regulation 44 of the SEBI Listing Regulations, Companies are permitted to conduct their Annual General Meeting (AGM) through Video Conferencing (VC) / other audio visual means (OAVM), till further orders. The 79th AGM of the Company will be held VC/OAVM. Electronic copy of the Annual Report for the year ended March 31,2026 and Notice of the AGM are being sent to all the members electronically whose email IDs are registered with the Company / Depository Participants(s) for communication purposes and a letter providing the web-link, where complete details of the Annual Report is available to those members who have not so registered.

A copy of the notice of the AGM and annual report are also available for download from the website of the Company at www.kirloskarelectric.com.

Disclosure with respect to compliance to SEBI Listing Regulations, as amended from time to time:

The details with respect to Compliance with the SEBI Listing Regulations during the year are contained in the Corporate Governance Report which forms part of the annual report.

Corporate Insolvency Resolution Process (CIRP):

There were no proceedings either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

Other disclosures and affirmations

There was no instance of one-time settlement with any bank or financial institution during the reporting period.

Acknowledgements:

The Board of Directors take the opportunity to express their sincere appreciation for the continued support and confidence received from the Companys bankers, customers, suppliers, depositors and the shareholders.

The Company considers its employees as its most valuable asset. Employees at all levels have put in their best to the services of the Company and the Board puts on record the sincere appreciation of their dedication and loyalty.