The Directors have pleasure in presenting this 31^st Annual Report with the Audited Annual Accounts of the Company for the year
ended 31 March 2025.

I. FINANCIAL PERFORMANCE (STANDALONE):

(f in Crores!

II. DIVIDEND:

Your Directors recommend 130 % dividend, i.e., H 13 per
equity share of H 10 each (Previous year dividend 130%,

i.e., H 13 per equity share of H 10 each) for the Financial Year
ended 31 March 2025.

In terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, including
amendments thereunder, the Company has adopted the
Dividend Distribution Policy. A copy of the same is available at
the website of the Company, viz. www.kirloskarindustries.com.

III. CLASSIFICATION OF THE COMPANY AS AN
UNREGISTERED CORE INVESTMENT COMPANY:

The Company is an ‘Unregistered Core Investment Company’
(CIC) regulated by the Reserve Bank of India (RBI), which
cannot access public funds and is complying with all the
regulations required for an ‘Unregistered CIC’.

IV. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

A. OPERATIONS OF THE COMPANY:

The Company is an unregistered Core Investment
Company and continues to hold investments in
group companies.

REAL ESTATE ACTIVITIES:

The Company owns lands and buildings thereon
and apartments and offices in Pune, New Delhi and
Jaipur. The Company has given most of these lands,
buildings and offices on a leave and license basis to
group companies and other occupants. The Company

is making efforts to optimize revenue from these
licensed properties.

During the year under review, the Company generated
revenue amounting to H 20.89 Crores from its leased
properties (H 27.40 Crores as on 31 March 2024).

Avante Spaces Limited (Avante), a Wholly-Owned
Subsidiary of the Company, achieved a significant
milestone with the successful delivery of its maiden
commercial project, ‘One Avante’, (the Project),
situated in Kothrud, Pune. The Project received the
Occupancy Certificate (OC) for all floors, marking the
formal completion. This achievement reflects Avante’s
commitment to timely execution and quality delivery in
its foray into real estate.

During the year under review, the Company has further
advanced H 69.20 Crores (net) as an unsecured loan to
Avante for its real estate business.

WINDMILLS:

In line with the Company’s strategic objective to focus
on its core real estate business and that of its Wholly-
Owned Subsidiary, and with the aim of optimising
returns on its investment portfolio, the Company has
divested its windmill business on a going-concern basis
to ISMT Limited.

Pursuant to the Scheme of Arrangement and Merger
under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, the Hon’ble
National Company Law Tribunal, Mumbai Bench, vide its
order dated 24 July 2024, approved the amalgamation
of ISMT Limited (“Transferor Company”) with Kirloskar

Ferrous Industries Limited (“Transferee Company”),
along with their respective shareholders.

Upon the Scheme becoming effective on 8 August
2024, the business undertakings and operations of the
Transferor Company, including the windmill business,
have been transferred to and vested in the Transferee
Company. Subject to receipt of the requisite statutory
approvals and permissions, the windmill business shall
henceforth be operated and managed by Kirloskar
Ferrous Industries Limited.

Pending completion of the necessary formalities,
the windmill business has been classified as a
discontinuing operation in accordance with applicable
Accounting Standards.

During the year under review, the Wind Energy
Generators (WEGs) have generated net wind energy
of around 0.96 Crores units of electricity in the period
under review as against 0.91 Crores units of electricity in
the previous year, showing an increase of approximately
5.50% over the previous year.

During the year under review, the Company has also
sold 7,122 RECs, which has resulted in revenue of H 0.08
Crores (previous year H 0.01 Crores). The Company is
holding 20,123 unsold RECs as on 31 March 2025.

OTHERS:

The Company continues to invest its surplus funds in
fixed deposits and mutual funds. These investments
stood at H 218.16 Crores as on 31 March 2025 (Previous
year H 161.94 Crores). During the year under review,
the Company has deployed part of the funds towards
the real estate business, either directly or through
its subsidiaries.

B. RAISING OF FUNDS THROUGH PREFERENTIAL
ALLOTMENT

The members of the Company, by way of Special
Resolution passed through Postal Ballot on 29 March
2023, approved the allotment of 4,55,580 Warrants
convertible into equity shares of the Company, as set
out in the Notice of Postal Ballot dated 27 February
2023, read with Corrigendum dated 15 March 2023.
The said Warrants were allotted to Mr. Atul Kirloskar
and Mr. Rahul Kirloskar (Allottees), in equal proportion
of 2,27,790 Warrants each, at an issue price of H
2,195 per Warrant.

Subsequently, upon receipt of the requisite approvals,
the Stakeholders’ Relationship Committee, at its
meeting held on 27 April 2023, allotted 4,55,580
Warrants convertible into an equivalent number of
equity shares of the Company, following the receipt of
25% of the total consideration from the Allottees. The
proceeds from the preferential issue were utilised in
accordance with the objects stated in the explanatory
statement annexed to the Postal Ballot Notice.

During the year under review, upon the receipt of
the balance 75% of the consideration amounting to
H 37,49,99,050 each from the Allottees on 20 September
2024, the Stakeholders’ Relationship Committee, at its
meeting held on 26 September 2024, approved the
allotment of 4,55,580 equity shares of face value H 10
each, fully paid-up, to Mr. Atul Kirloskar and Mr. Rahul
Kirloskar, Promoters of the Company, upon conversion
of an equivalent number of Warrants earlier allotted to
them on a preferential basis.

These equity shares rank pari-passu in all respects with
the existing equity shares of the Company, including
entitlement to dividend, if any.

C. COMPANY PERFORMANCE:

During the year under review, your Company earned
a total income of H 120.57 Crores (previous year H
133.51 Crores).

During the year under review, the Company received a
total dividend of H 62.80 Crores (previous year H 60.07
Crores) declared by the investee companies.

The Profit Before Tax (PBT) is at H 101.57 Crores (previous
year H 102.28 Crores). The increase in the PBT is due to
an exceptional item i.e., reversal of charges amounting
to H 6.10 Crores on account of unvested ESAR.

D. HUMAN RESOURCES:

Mr. Mahesh Chhabria ceased to be the Managing
Director of the Company with effect from the close
of business hours on 31 March 2025, upon his early
retirement. He also resigned as a director on the Board
of the Company with effect from the close of business
hours on the same date.

As on 31 March 2025, the Company had 35 employees
on its rolls, as compared to 34 employees in the previous
year. This includes employees of Avante Spaces
Limited, a Wholly-Owned Subsidiary of the Company.
The employee count also includes the Managing
Director (up to 31 March 2025) and the Executive
Director of the Company.

E. KIRLOSKAR INDUSTRIES LIMITED - EMPLOYEES
STOCK APPRECIATION RIGHTS PLAN 2019:

The ‘Kirloskar Industries Limited - Employees Stock
Appreciation Rights Plan 2019’ (KIL ESARP 2019) was
introduced in accordance with the SEBI guidelines for
the employees of the Company and its subsidiaries.
The Company obtained in-principle approval for the
KIL ESARP 2019 from the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE) on 3
December 2020 and 19 January 2021, respectively.

During the Financial Year 2023 - 2024, the members
of the Company approved the amendment to the KIL
ESARP 2019, by creating 3,00,000 additional Employees
Stock Appreciation Rights (ESARs) grant from 4,85,000
ESARs to 7,85,000 ESARs to the existing ESAR pool,

by special resolution through Postal Ballot on 30 April
2023. The Company also obtained in-principle approval
for the amendment to the KIL ESARP 2019 from BSE
and NSE on 3 July 2023.

KIL ESARP 2019 is administered by the Nomination
and Remuneration Committee of the Board of Directors
of the Company.

KIL ESARP 2019 is in compliance with the applicable
provisions of the Companies Act, 2013, and its Rules,
SEBI (Share Based Employees Benefits) Regulations
2014, read with, SEBI (Share Based Employees Benefits
and Sweat Equity) Regulations, 2021, (hereinafter
referred to as Employee Benefits Regulations) and
other applicable Regulations. A certificate from Mr.
Mahesh J. Risbud, Practicing Company Secretary, (FCS
810 CP 185), Pune, Secretarial Auditors of the Company,
confirming that the KIL ESARP 2019, has been
implemented in accordance with Employees Benefits
Regulations and the Special Resolution(s) passed by the
members of the Company through Postal Ballot on 29
December 2019, and amendment thereto passed by the
Board on 3 February 2022 to bring it in consonance with
the Employees Benefits Regulations. KIL ESARP 2019
was further amended by special resolutions passed by
the members through a postal ballot held on 30 April
2023. A copy of the same will also be available for
inspection at the Company’s Registered Office.

Pursuant to the KIL ESARP 2019, the Company has,
till date, granted a total of 7,25,498 ESARs, comprising
4,84,498 ESARs at an exercise price of H 500 per ESAR
and 2,41,000 ESARs at an exercise price of H 1,800 per
ESAR. These ESARs were granted to eligible employees,
including the Managing Director, the Executive Director,
a Non-Executive Director of the Company, and
employees of Avante Spaces Limited, a Wholly-Owned
Subsidiary of the Company.

In accordance with the terms of the KIL ESARP 2019,
the ESARs shall vest after a minimum period of one
year and within a maximum period of four years from
the date of grant.

During the year under review, 640 unvested ESARs
(issued at an exercise price of H 500 per ESAR) and
1,96,000 unvested ESARs (issued at an exercise price of
H 1,800 per ESAR) were forfeited due to the resignation
or early retirement of identified employees. These
forfeited ESARs have been returned to the ESAR pool.

In view of the above, the total granted ESARs have
been reduced by 1,96,640 unvested ESARs, which are
forfeited, bringing the total number of granted ESARs to
5,28,858 from 7,24,858 under KIL ESARP 2019.

Details of KIL ESARP 2019, as required under Rule 12
(9) of the Companies (Share Capital and Debentures)
Rules, 2014, read with Regulation 14 of Employees
Benefits Regulations, as on 31 March 2025, are set out

in ‘Annexure I’ to this Report and are available on the
Company’s website at www.kirloskarindustries.com.

F. CAPITAL STRUCTURE

During the year under review, the Company allotted
a total of 29,912 equity shares of H 10 each to eligible
employees, including the Managing Director, and
employees of Avante Spaces Limited, a Wholly-Owned
Subsidiary of the Company, pursuant to the ‘Kirloskar
Industries Limited - Employees Stock Appreciation
Rights Plan 2019’ (KIL ESARP 2019).

Additionally, the Company allotted 2,27,790 equity
shares of H 10 each to Mr. Atul Kirloskar and 2,27,790
equity shares of H 10 each to Mr. Rahul Kirloskar, on
the conversion of warrants into equity share capital
of the Company.

Consequent to these allotments, the Issued and
Subscribed Share Capital of the Company increased
from 99,27,584 equity shares of H 10 each to 1,04,13,076
equity shares of H 10 each, and the Paid-up Share
Capital increased from 99,27,553 equity shares of H 10
each to 1,04,13,045 equity shares of H 10 each.

As at 31 March 2025, the Paid-up Share Capital of
the Company stood at H 10,41,30,450, comprising
1,04,13,045 equity shares of H 10 each.

G. CONCERNS AND THREATS:

The Board of Directors has constituted a Risk
Management Committee (the Committee) to identify the
risks, mitigate the same and monitor the development
and deployment of risk mitigation action plans for the
businesses of the Company.

The Company has deployed a risk management
process that includes risk identification, assessment
and its treatment, mitigation, monitoring, and reviewing
actions. The Company prioritises and manages the
risks identified through its Risk Registers.

The Committee regularly presents the risk assessment
and mitigation procedures adopted to assess the
reliability of the risk management structure and
efficiency of the process before the Audit Committee
and the Board of Directors of the Company at their
respective meetings.

The Committee meets every quarter, discusses all
the mapped risks, evaluates future risks and reviews
the mitigation plan for the identified risks for all
business segments.

H. PROSPECTS:

We continue to evaluate opportunities to invest in
our group companies and deploy capital to support
their investment plans and / or improve our stakes in
those Companies.

The real estate sector, our core focus area going forward,
has performed remarkably in the last financial year
and with benign inflation environment and reducing
interest regime, should further support the real estate
sector. We see marked improvement in the prospects
of real estate as volume and pricing is witnessing an
uptick across geographies. While commodity price
inflation and availability of labour continue to be a risk,
we believe the improving demand scenario bodes well
for our real estate business.

The sector is likely to continue to strengthen in the
quarters ahead and we will be focused on opportunities
for the development of own land parcels and new
project acquisitions. A consolidation in the real estate
sector is expected to continue, leading to an increase in
the market share of corporate and/or organised players
such as your Company.

Your company will be guided by superior long-term
shareholder value growth in all its endeavours by
maximising returns through timely execution, optimal
financing and fiscal discipline.

I. INTERNAL CONTROLS SYSTEM AND THEIR
ADEQUACY:

The Company has in place an adequate internal controls
system to ensure operational efficiency, accuracy, and
promptness in financial reporting and compliance with
various laws and regulations.

The internal controls system is supported by the internal
audit process. An Internal Auditor has been appointed
for this purpose. The Audit Committee of the Board
reviews the Internal Audit Report and the adequacy and
effectiveness of internal controls periodically.

J. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which
relate to Management Discussion and Analysis,
describing the Company’s objectives, projections,
estimates, and expectations may constitute ‘forward¬
looking statements’ within the meaning of applicable
laws and regulations. Actual results may differ
materially from those either expressed or implied.

K. SEBI REGULATIONS AND LISTING FEES

The annual listing fees for the year under review have
been paid to the BSE Limited and the National Stock
Exchange of India Limited, where your Company’s
shares are listed.

L. DETAILS OF MATERIAL SUBSIDIARY:

In accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (the Regulations),
Kirloskar Ferrous Industries Limited (KFIL) is a material
subsidiary of the Company. As on 31 March 2024, the
Company held 50.68% of the total shareholding in KFIL.

Pursuant to the Scheme of Arrangement and Merger
of ISMT Limited (“Transferor Company”) with Kirloskar
Ferrous Industries Limited (“Transferee Company”) and
their respective shareholders, under Sections 230 to
232 and other applicable provisions of the Companies
Act, 2013, the Scheme became effective on 8 August
2024. On the Scheme coming into effect, the percentage
holding of the Company in KFIL stood at 46.08%.

Pursuant to the provisions of Section 2(87) of the
Companies Act, 2013 and the Indian Accounting
Standards, the Audit Committee and the Board of
Directors of the Company in their respective meetings
held on 14 August 2024, noted that, upon the Scheme
becoming effective, KFIL would continue to be a
subsidiary of the Company. Accordingly, the financial
statements of KFIL will continue to be consolidated with
those of the Company, in compliance with applicable
accounting standards and regulatory requirements.

As on date, the Company holds 46.01% of the total
shareholding of KFIL.

During the year under review, KFIL has not sold
/ disposed off and leased assets more than 20%
of its assets.

M. SUBSIDIARY COMPANY AND CONSOLIDATED
FINANCIAL STATEMENTS:

The Hon’ble National Company Law Tribunal, Mumbai
vide its Order dated 24 July 2024, has sanctioned the
Scheme of Arrangement and Merger of ISMT Limited
(Transferor Company) with Kirloskar Ferrous Industries
Limited (Transferee Company) and their respective
shareholders pursuant to the provisions of Sections
230 to 232 and other applicable provisions of the
Companies Act, 2013, (“Scheme”).

After filing the certified true copy of the aforesaid
Order along with a copy of the Scheme with the
Registrar of Companies, Pune on 8 August 2024, the
Scheme had become operative effective from 1 April
2023 (Appointed Date). In terms of the Scheme, ISMT
Limited stands merged into and with KFIL with effect
from 8 August 2024.

The Company has the following subsidiaries as
on 31 March 2025:

1. Avante Spaces Limited, a Wholly-Owned
Subsidiary Company;

2. Kirloskar Ferrous Industries Limited (KFIL),
Subsidiary Company;

3. Oliver Engineering Private Limited, a subsidiary of
the subsidiary company (a subsidiary of KFIL);

4. ISMT Enterprises SA, Luxembourg, a subsidiary of
the subsidiary company (a subsidiary of KFIL);

5. Structo Hydraulics AB, Sweden, a subsidiary of
the subsidiary company (a subsidiary of KFIL);
(under liquidation)

6. ISMT Europe AB, Sweden, a subsidiary of the
subsidiary company (a subsidiary of KFIL);
(under liquidation)

7. Tridem Port and Power Company Pvt Ltd,
a subsidiary of the subsidiary company (a
subsidiary of KFIL);

8. Nagapattinam Energy Pvt Ltd, a subsidiary of the
subsidiary company (a subsidiary of KFIL);

9. Best Exim Pvt Ltd, a subsidiary of the subsidiary
company (a subsidiary of KFIL);

10. Success Power and Infraprojects Pvt Ltd,
a subsidiary of the subsidiary company (a
subsidiary of KFIL);

11. Marshall Microware Infrastructure Development
Company Pvt Ltd, a subsidiary of the subsidiary
company (a subsidiary of KFIL); and

12. Adicca Energy Solutions Private Limited (a
subsidiary of KFIL)

The Consolidated Financial Statements of the Company
and its subsidiaries, prepared in accordance with IND
AS 110, issued by the Ministry of Corporate Affairs,
form part of this Annual Report. A statement containing
the salient features of the Financial Statement of the
subsidiary companies is attached to the Financial
Statements of the Company in Form AOC-1.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013 and its Rules thereof including
amendments thereunder, the Financial Statements
along with relevant documents of the Company and its
subsidiaries, are available on the Company’s website,
viz., www.kirloskarindustries.com.

The Financial Statements of the subsidiaries and
related detailed information will be kept for inspection
by any member at the Company’s Registered Office and
will also be made available to the members on demand,
at any point of time.

BRIEF HIGHLIGHTS OF BUSINESSES OF SUBSIDIARY
COMPANIES:

AVANTE SPACES LIMITED:

Project Update - One Avante

Avante Spaces Limited (Avante) has successfully
delivered its first commercial project, ‘One Avante’
(the Project), located in Kothrud, Pune. The Project
was completed well within the estimated cost, marking
a major milestone in the Company’s commercial
real estate journey. ‘One Avante’ is an IGBC Platinum
and LEED Gold pre-certified building, highlighting

our focus on sustainability as one of the core pillars
of the business.

The asset and facility operations for the building is
outsourced to the asset and facility management
agency under the supervision of Avante Management.
The focus for the team is to operate the asset safely,
efficiently and sustainably. Efforts are being made to
increase occupant satisfaction, optimise operating
costs and prolong asset lifecycle. The team is deeply
committed to sustainability, integrating eco-friendly
practices across all operations.

Ongoing Development - Mixed-Use Project, Kothrud

Avante is currently focused on the construction and
timely delivery of its second project, a mixed-use
development of approximately 2 million sq.ft. built-up
area located on the same campus in Kothrud, Pune.

The project is progressing as per timelines and will
conclude on schedule.

The project is targeting to achieve prestigious
sustainability certifications - IGBC Platinum and
LEED Gold. On completion, this project is envisioned
to redefine the Kothrud area of Pune by transitioning
it from a prime residential locality into a dynamic
Business District for commercial spaces.

Avante is providing certain amenities and facilities in
One Avante building and has generated revenue which
is recognised in the Audited Financials. The profit
(loss) before tax for the year under review stood at
(H 1.89) Crores.

KIRLOSKAR FERROUS INDUSTRIES LIMITED:

Kirloskar Ferrous Industries Limited (KFIL) is in the
business of manufacture of pig iron and castings and has
its manufacturing facilities located at Bevinahalli village
and Hiriyur in Karnataka and Solapur in Maharashtra.

During the year under review:

KFIL achieved Net Sales of H 6,566.26 Crores as
compared to H 6133.90 Crores in the previous year.
The Profit Before Tax for the year under review stood
at H 432.14 Crores as compared to H 476.83 Crores of
the previous year.

KFIL sold MT 5,11,788 of pig iron valued at H 2,078 Crores
during the Financial Year 2024-2025 as compared to
4,18,601 MT of pig iron valued at H 1,805 Crores in the
previous financial year. Production of pig iron for the
financial year increased by 22 percent as compared
to the previous year. It was mainly on account of the
operation of all three mini blast furnaces throughout
the financial year. All the pig iron produced during the
financial year was sold and optimum level of inventory
was maintained.

KFIL sold 1,32,242 MT of castings aggregating to
H 1,654 Crores during the Financial Year 2024-2025

as compared to 1,20,018 MT castings aggregating to
H 1,508 Crores for the previous Financial Year. During
the financial year, production of castings increased
by 10 percent as compared to the previous year. The
Company continued to maintain the market leadership
position in the domestic castings business. Demand for
the castings was good throughout the financial year.

KFIL sold 1,68,804 MT of Tubes valued at H 2,103
Crores in the Financial Year 2024-2025 as compared to
1,56,487 MT of Tubes valued at H 2,065 Crores in the
previous Financial Year.

KFIL sold 73,002 MT of Steel valued at H 541 Crores in
the financial year 2024-2025 as compared to 69,605
MT of Steel valued at H 534 Crores in the previous
Financial Year.

Operational performance of KFIL:

Pig Iron

During the year under review, limited availability of
quality iron ore and increased capacity of peer steel
producers led to increased demand of iron ore, resulting
in higher prices. The average landed price of the Iron
ore was fluctuating between f 6,700 per MT to f 7,200
per MT for iron ore lumps and between f 6,200 per MT
to f 7,000 per MT with respect to iron ore fines.

With the commissioning of the oxygen plant, the
consumption of pulverized coal injection has increased
and thereby reducing the consumption of coke and
lowering overall manufacturing costs.

Operations of ‘Kirloskar Bharat Mines’ have resumed
after obtaining necessary regulatory clearances and
dispatches of iron ore have commenced from December
2024. Blended average coal price was around USD 220
per metric tonne during the financial year.

Castings

KFIL continuously worked on developing new products,
reduction in operational costs and also increasing the
machining and proto business at both locations.

Tubes

During the financial year, KFIL continued its aggressive
push to grow the OCTG and boiler segment businesses
with key customers registering over 36 percent and 14
percent volume growth over the previous year. KFIL
sold over 10,000 MT of premium connections to the oil
majors in India and will continue its efforts to service
such market needs going forward.

Steel

KFIL is progressing well on increasing customer base,
retention and growth aligned to the strategic goals. KFIL
has also installed an auto UT line to serve discerning
customers in the bearings industry with an investment
of over f 15 Crores. KFIL is also in active engagement
with few European Union customers for supply of steel.

Finance costs

During the year, term loans have been borrowed at
competitive rates for financing capex requirements.
KFIL focused on optimizing finance costs and efficiently
managing working capital to control the finance costs.
By regular monitoring movement in the exchange rates
and taking forward covers, the impact of the exchange
fluctuations risk was minimised.

Update on customers

During the year under review, KFIL was successful
in increasing the share of business from current
customers and developed new products to meet the
requirements of customers. Supply of machined
castings was increased and new orders were received
for the supply of castings in machined condition.
Discussions are in progress with new potential
customers to cater castings requirements.

With regard to the tube segment, sales of high alloy
boiler tubes have increased to customers in public
sector undertakings and KFIL has also re-energised the
trade business with a view to have improved regional
representation and market penetration.

Update on Projects

Following major projects were completed during the
financial year under review:

1. 70 MW solar plant commissioned at

Jalna, Maharashtra.

2. VPSA oxygen plant commissioned for mini blast
furnaces at Koppal, Karnataka.

3. Dispatch of iron ore commenced from

Kirloskar Bharath Mines.

4. De-bottlenecking projects.

Following major projects are in progress during the
financial year under review:

1. Moulding Line (phase II) at Solapur plant for
enhancing production capacity of castings by
20,000 MT per annum.

2. 30 MW solar plant (Phase II) at Jalna, Maharashtra.

3. 12.6 MW Wind Mill at Sambhajinagar, Maharashtra.

4. Fume extraction system at Jejuri plant.

5. Expansion of machining capacity based on
customer requirements.

6. De-bottlenecking projects.

The Board of Directors of KFIL declared an interim
dividend of H 3 (60%) per equity share on 14 February
2025 and paid on 3 March 2025.

The Board of Directors of KFIL, in its meeting held on
9 May 2025, has also recommended a final dividend
of H 2.50 (50%) per equity share for the Financial Year
ended 31 March 2025.

Accordingly, the total dividend (inclusive of the interim dividend declared and paid) for the Financial Year 2024-2025 is 110%.

N. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key
financial ratio, along with detailed explanation therefor:

Notes:

1. The Company’s asset have gone up where the liabilites are stable.

2. The Company does not have any borrowings.

There are no sector-specific equivalent ratios for disclosure by the Company.

O. RETURN ON NET WORTH:

Details of change in return on net worth as compared to the immediately previous Financial Year as follows:

V. PARTICULARS OF INFORMATION FORMING PART
OF THE BOARD’S REPORT PURSUANT TO SECTION
134 OF THE COMPANIES ACT, 2013, RULE 8 OF
THE COMPANIES (ACCOUNTS) RULES, 2014 AND
RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

1. EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92(3) read with the
provision of Section 134 (3) (a) of the Companies Act,
2013, read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, including amendments
thereunder, the Annual Return filed with the Ministry of
Corporate Affairs (MCA), for the Financial Year 2023¬
2024, is available on the website of the Company, viz.,
www.kirloskarindustries.com and the Annual Return for
the Financial Year 2024-2025, will be made available on
the website of the Company once it is filed with the MCA

2. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, five (5) Board Meetings
were convened and held, the details of which form
part of the Report on Corporate Governance. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

3. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (5)
of the Companies Act, 2013, in respect of Directors’
Responsibility Statement, your Directors state that:

a) in the preparation of the Annual Financial
Statements for the year ended 31 March 2025,
the applicable accounting standards had been
followed and there were no material departures;

b) accounting policies as mentioned in Note No. 2 of
the Notes forming part of the Financial Statements
have been selected and applied consistently.
Further, judgments and estimates have been
made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of
the Company as at 31 March 2025 and of the Profit
of the Company for the year ended on that date;

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

d) the Annual Financial Statements have been
prepared on a going concern basis;

e) proper internal financial controls were in place and
that the internal financial controls were adequate
and were operating effectively; and

f) proper systems to ensure compliance with the
provisions of all applicable laws were in place and
were adequate and operating effectively.

4. A STATEMENT ON DECLARATION BY INDEPENDENT
DIRECTORS:

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149 (7) of the Companies Act, 2013, and
Rules thereunder including amendments thereto and
Regulation 16 (1) (b) and 25 (8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, including amendments thereto and also confirmed
that they have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.

Further, pursuant to Sub-rule (1) and (2) of Rule 6
of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 and amendments thereto,
all Independent Directors confirmed that they have
enrolled their name in the data bank with the Indian
Institute of Corporate Affairs, New Delhi, India, within
prescribed time period.

In the opinion of the Board, each of the Independent
Director appointed / re-appointed during the year
under review possess requisite integrity, expertise,
and experience for acting as an Independent Director
of the Company.

The Company has laid down a Code for the Board of
Directors and Senior Management of the Company (Code
of Conduct). The Code of Conduct is available on the
Company’s website, viz., www.kirloskarindustries.com.

All the Board Members and Senior Management
Personnel of the Company have affirmed compliance
with the Code of Conduct.

5. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the
Nomination and Remuneration Committee, adopted a
policy for the selection and appointment of Directors,
Key Managerial Personnel and Senior Management
Personnel and their remuneration.

The Nomination and Remuneration Policy is
available on the website of the Company, viz., www.
kirloskarindustries.com.

6. AUDITORS:

a. Statutory Auditors:

Kirtane and Pandit LLP, Chartered Accountants,
(Firm Registration Number 105215W), Pune,
were appointed as the Statutory Auditors of the
Company under Section 139 of the Companies
Act, 2013, (the Act), to hold office for a term of five
years from the conclusion of the Annual General
Meeting (AGM) held on 10 August 2021, till the
conclusion of the AGM of the Company, to be held
in the year 2026.

The Company has received a certificate from
the Statutory Auditors to the effect that they
are fulfilling requirements prescribed under the
provisions of Section 141 of the Act.

b. Cost Auditors:

Pursuant to the Companies (Cost Records and
Audit) Rules, 2014, dated 31 December 2014, the
Company was not required to audit cost records
for the Financial Year 2024-2025.

c. Secretarial Auditors:

i) Pursuant to the provisions of Section 204 of
the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and Regulation 24A of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company
had appointed Mr. Mahesh J. Risbud, Practicing
Company Secretary, (FCS 810 CP 185), Pune, to
undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed as
‘Annexure II’ to this Report.

Mr. Mahesh J. Risbud, Practising Company
Secretary, Pune, has submitted the Secretarial
Compliance Report as laid down in SEBI Circular
CIR/CFD/CMD1/27/2019 dated 8 February 2019
and has also confirmed that the Company has
complied with all applicable SEBI Regulations and
circulars / guidelines issued thereunder, for the
Financial Year 2024-2025.

ii) Pursuant to the amended provisions of
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), Section 204 of
the Companies Act, 2013 (“the Act”), and the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the
Audit Committee and the Board of Directors, at
their respective meetings, have approved and
recommended the appointment of M. J. Risbud
& Co., Practising Company Secretaries, a Peer
Reviewed Proprietorship firm of Mr. M J. Risbud,
(Membership No. F810, Certificate of Practice No.
185 and UIN - S1981MH000400), Peer Review
Certificate No. 1089/2021 dated 9 February
2021 valid for 5 years, as the Secretarial Auditor
of the Company.

The proposed appointment is for a period of five
(5) consecutive years, commencing from the
conclusion of the 31st Annual General Meeting
(AGM) until the conclusion of the 36th AGM of
the Company. Accordingly, M. J. Risbud & Co.,
Practising Company Secretaries, shall undertake
the Secretarial Audit of the Company for the
financial years ending from 31 March 2026
through 31 March 2030 (both inclusive).

M. J. Risbud & Co., have given their consent to
act as Secretarial Auditor of the Company and
confirmed that their aforesaid appointment (if
approved) would be within the prescribed limits
specified by the Institute of Company Secretaries
of India, under the Act and Rules made thereunder
and the Regulations. Furthermore, in terms of the
Regulations, M. J. Risbud & Co., has provided a
confirmation that they have subjected themselves
to the peer review process of the Institute of
Company Secretaries of India and holds a valid
peer review certificate.

M. J. Risbud & Co., has also confirmed that they
are not disqualified to be appointed as Secretarial
Auditor in terms of provisions of the Act and Rules
made thereunder and the Regulations.

i-urtrier details regarding rns appointment are
provided in the Notice convening the 31st AGM
of the Company.

7. MAINTENANCE OF COST RECORDS:

Pursuant to the Companies (Cost Records and Audit)
Rules, 2014, dated 31 December 2014, the Company
was not required to maintain cost records relating to
the Electricity Industry (Windmill) in Form CRA - 1 for
the Financial Year 2024-2025.

8. EXPLANATION OR COMMENTS OF STATUTORY
AUDITORS AND SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse
remarks or disclaimers made by the Statutory Auditor
in their Audit Report or by the Practicing Company
Secretary in the Secretarial Audit Report for the year
ended 31 March 2025.

The notes to the Accounts referred to in the Auditors
Reports are self-explanatory and therefore no further
clarifications are required.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

During the year under review, your Company has given
a loan of H 69.2 Crores (Total H 265.42 Crores inclusive
interest receivable of H 4.77 Crores) to Avante Spaces
Limited (Avante), a Wholly-Owned Subsidiary of the
Company. Your Company has not granted any guarantee.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SUB¬
SECTION (1) OF SECTION 188 OF THE COMPANIES
ACT, 2013:

Pursuant to the provisions of Section 134 of the
Companies Act, 2013, read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014, the particulars of all
contracts or arrangements entered into by the Company
with related parties have been done at arm’s length
and are in the ordinary course of business. Hence, no
particulars are being provided in Form AOC - 2. Related
party disclosures as per the Indian Accounting Standard
24 (IND AS 24) have been provided in Note No. 41 to the
Financial Statements.

None of the related party transactions entered into by
the Company were materially significant, warranting
members’ approval under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including
amendments thereunder. The Policy on related party
transactions is available on the website of the Company,
viz. www.kirloskarindustries.com.

The Company also discloses related party transactions
on a half-yearly basis, in the prescribed format with the
Stock Exchange(s).

11. STATE OF COMPANY’S AFFAIRS:

Discussion on the state of the Company’s affairs has
been covered in the Management Discussion and
Analysis Report.

12. AMOUNTS PROPOSED TO BE CARRIED TO
RESERVES:

The particulars of the amounts proposed to be carried
to reserves have been covered as part of the financial
performance of the Company.

13. MATERIAL CHANGES AND COMMITMENTS,
BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF 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.

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

A. Conservation of Energy and Technology
Absorption:

The Company has no particulars to report
regarding the conservation of energy and
technology absorption as required under Section
134 (3) (m) of the Companies Act, 2013, read with
Rules thereof including amendments thereunder.

B. Foreign exchange earnings and outgo:

15. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify,
assess, monitor, and mitigate various risks to key
business objectives. Major risks identified are
systematically addressed through risk-mitigating
actions on a continuing basis. These are discussed
at the meetings of the Risk Management Committee,
the Audit Committee, and the Board of Directors of the
Company from time to time.

The risk management process works at various levels
across the organisation. It is an ongoing process and
forms an integral part of management focus.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company has been carrying out Corporate Social
Responsibility (CSR) activities. These activities are
carried out in terms of Section 135 read with Schedule
VII of the Companies Act, 2013, and the Companies
(CSR Policy) Rules, 2014.

The Annual Report on CSR activities includes details
about the CSR policy developed and implemented by
the Company. CSR initiatives taken during the year are
annexed as ‘Annexure III’ to this Report.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013,
and Regulation 17 (10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the

Board has carried out a performance evaluation of its own performance and that of its committees and individual Directors.
Performance evaluation has been carried out as per the criteria prescribed by the Nomination and Remuneration Committee
of the Board of Directors of the Company.

18. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE
COMPANIES:

Note:

# The Company does not have significant influence on Kirloskar Brothers Limited (KBL) as it does not participate in the management and / or financial
decisions of KBL. As such KBL is not an Associate Company of the Company under the IND AS 24 and as such its financials are not included in
the Consolidated Financial Statements of the Company. The aforesaid information is obtained from the website of KBL for the quarter and year
ended 31 March 2025.

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

In Financial Year 2024-2025, there was no change in the
nature of business of the Company.

20. DETAILS OF APPOINTMENT AND RESIGNATION OF
DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors appointed / re-appointed during the year:

During the year under review, Mr. Vinesh Kumar Jairath,
Non-Executive Director of the Company was re¬
appointed with effect from 25 September 2024, subject
to retirement by rotation.

Key Managerial Personnel appointed during the year:

During the year under review, the Company has not
appointed any Key Managerial Personnel.

Directors and Key Managerial Personnel resigned
during the year 2024-2025:

During the year under review, Mr. Mahesh Chhabria
ceased to be the Managing Director of the Company,
with effect from close of business hours on 31 March
2025, upon his early retirement. He also resigned as
director of the Company with effect from the close of
business hours on the same date.

The Board placed on record its sincere appreciation
for the valuable services, guidance and experience
extended by Mr. Mahesh Chhabria during his tenure as
the Managing Director and Director of the Company.

21. DIRECTORS PROPOSED TO BE APPOINTED / RE¬
APPOINTED AT THE ENSUING ANNUAL GENERAL
MEETING:

Mr. Atul Kirloskar (DIN 00007387), who retires by
rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.

The Company has received the requisite disclosure /
declaration from Mr. Atul Kirloskar.

The brief resume and other details relating to Mr.
Atul Kirloskar, who is proposed to be re-appointed as
required to be disclosed under Regulation 36(3) of the
Regulations, form part of the Statement setting out
material facts annexed to the Notice of the Annual
General Meeting.

The resolution seeking approval of the members for
the re-appointment of Mr. Atul Kirloskar has been
incorporated in the Notice of the forthcoming Annual
General Meeting of the Company.

On the recommendation of the Nomination and
Remuneration Committee, in accordance with the
provisions of Section 161 of the Companies Act, 2013,
(the Act), read with the Articles of Association of the
Company, the Board of Directors of the Company co¬
opted Mr. George Verghese as an Additional Director
with effect from 20 May 2025.

Mr. George Verghese hold office up to the date of the
ensuing Annual General Meeting of the Company. The
Company has received a requisite notice under Section
160 of the Act, in writing from a member signifying
intention to propose the appointment of Mr. George
Verghese as candidate for the office of Directors at the
ensuing Annual General Meeting. Mr. George Verghese
is eligible for appointment.

Further, on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in its
meeting held on 20 May 2025, also appointed Mr. George
Verghese (DIN 11068946) as the Managing Director of
the Company, for a term of five (5) years with effect
from 20 May 2025 up to 19 May 2030 and remuneration
payable to him for a period of three (3) years with effect
from 20 May 2025. A proposal for his appointment as
the Managing Director and remuneration payable to him
is being placed before the members for their approval at
the ensuing Annual General Meeting.

On the recommendation of the Nomination and
Remuneration Committee, in accordance with the
provisions of Section 161 of the Companies Act, 2013,
(the Act), read with the Articles of Association of the
Company, the Board of Directors of the Company co¬
opted Ms. Pallavi Gokhale as an Additional Independent
Director with effect from 1 July 2025 and appointed as
an Independend Director of the Company to hold the
office for a term upto 30 June 2030.

Ms. Pallavi Gokhale hold office up to the date of the
ensuing Annual General Meeting of the Company. The
Company has received a requisite notice under Section
160 of the Act, in writing from a member signifying
intention to propose the appointment of Ms. Pallavi
Gokhale as candidate for the office of Directors at the
ensuing Annual General Meeting. Ms. Pallavi Gokhale is
eligible for appointment.

In the opinion of the Board of Directors, Ms. Pallavi
Gokhale fulfill the conditions specified in the Act,
and Rules thereunder and also possess high integrity,
repute, requisite expertise and experience (including
the proficiency) so as to enable the Board to discharge
its functions and duties effectively and they are
independent of the management.

Ms. Pallavi Gokhale has passed online proficiency test
pursuant to the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

The Company has also received requisite disclosures
/ declarations from Ms. Pallavi Gokhale under Section
149 of the Act, and other applicable provisions of the
Act and SEBI (Listing Obligations and Disclosure
Requirements), 2015, (the Regulations) and its
amendments thereunder.

A proposal for her appointment as an Independent
Director for a period of five (5) years with effect from 1

July 2025 is being placed before the members for their
approval at the ensuing Annual General Meeting.

The brief resumes and other details relating to Director
who are proposed to be appointed / re-appointed as
required to be disclosed under Regulation 36 (3) of
the Regulations, form part of the Statement setting
out material facts annexed to the Notice of the Annual
General Meeting.

The resolutions seeking approval of the members for
the appointment / re-appointment of these Directors
have been incorporated in the Notice of the forthcoming
Annual General Meeting of the Company.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING
THE YEAR:

None

23. DETAILS RELATING TO DEPOSITS, COVERED UNDER
CHAPTER V OF THE COMPANIES ACT, 2013:

None

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN THE
FUTURE:

To the best of our knowledge, the Company has not
received any such order from the Regulators, Courts or
Tribunals during the year, which may impact the going
concern status or the Company’s operation in the future.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has developed a strong two-tier internal
control framework comprising entity level controls
and process level controls. The entity level controls of
the Company include elements such as defined Code
of Conduct, Whistle Blower Policy / Vigil Mechanism,
rigorous management review and Management
Information System (MIS) and strong internal audit
mechanism. The process level controls have been
ensured by implementing appropriate checks and
balances to ensure adherence to Company policies and
procedures, efficiency in operations and also reduce
the risk of frauds.

Regular management oversight and rigorous periodic
testing of internal controls make the internal controls
environment strong at the Company. The Audit
Committee along with the Management oversees
the results of the internal audit and reviews the
implementation on a regular basis.

26. COMPOSITION OF THE AUDIT COMMITTEE AND
OTHER COMMITTEES OF THE BOARD:

Details of the composition of committees of the
Board, viz. the Audit Committee, the Nomination
and Remuneration Committee, the Stakeholders
Relationship Committee and the Corporate Social
Responsibility Committee are provided in the Report on
Corporate Governance.

27. No case of any fraud by any officer or employee of
the Company has been reported by any auditor of
the Company either to the Audit Committee or the
Board pursuant to provisions of Section 143(12) of the
Companies Act, 2013.

28. Neither any application has been made or any
proceeding has been pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

29. The Company has not accepted any public deposit
pursuant to the provisions of the Companies Act, 2013
and Rules thereof.

VI. INFORMATION FORMING PART OF THE BOARD’S
REPORT PURSUANT TO RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as ‘Annexure IV’ to this Report.

The particulars of top ten employees pursuant to the aforesaid
Rules form part of this Report. In terms of Section 136 (1) of the
Companies Act, 2013, the Board’s Report is being sent to the
members without this Annexure. The members interested in
obtaining a copy of this Annexure may write to the Company
Secretary at the Company’s Registered Office.

VII. VIGIL MECHANISM:

The Company has a Whistle Blower Policy / Vigil Mechanism
(the Policy) to deal with instances of fraud, unethical
behavior, etc. The Policy provides a mechanism for Directors
and employees of the Company and other persons dealing
with the Company to report genuine concerns including but
not limited to unethical behavior, actual or suspected fraud
or violation of the Company’s Code of Conduct for Board of
Directors and Senior Management or ethics policy or leakage
of Unpublished Price Sensitive Information (UPSI), by any
person, who is in possession of UPSI, to any other person in
any manner whatsoever, except as otherwise permitted under
the SEBI (Prohibition of Insider Trading) Regulations, 2015, or
any other instance to the Chairman of the Audit Committee
of the Board of Directors of the Company. The Policy is placed
on the Company’s website, viz., www.kirloskarindustries.com.
No case was filed during the year.

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

The Company has in place a Policy for Prevention of
Sexual Harassment at the workplace. This would, inter-alia
provide a mechanism for the resolution, settlements, or
prosecution of acts or instances of sexual harassment at the
workplace and to ensure that all employees are treated with
respect and dignity.

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

The Committee comprises four members, including one
external member.

During the year under review, four meetings of the Committee
were held on 8 April 2024, 9 July 2024, 8 October 2024 and
10 January 2025.

During the year under review, there was no complaint / case
filed / pending with the Company.

IX. CASH FLOW:

A Cash Flow Statement for the year ended 31 March
2025, is attached to the Balance Sheet as a part of the
Financial Statements.

X. COMPLIANCES WITH RESPECT TO APPLICABLE
SECRETARIAL STANDARDS:

During the year under review, the Company has complied
with all the applicable secretarial standards.

XI. CORPORATE GOVERNANCE:

In terms of Regulation 34 (3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a Report on
Corporate Governance along with a Compliance Certificate
issued by the Statutory Auditors of the Company is attached
and forms part of the Annual Report.

XII. REMUNERATION RECEIVED BY THE MANAGING DIRECTOR / EXECUTIVE DIRECTOR FROM SUBSIDIARY
COMPANIES:

XIII. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to provisions of Regulations 34(2)(f) of the Regulations, the Business Responsibility and Sustainability Report for the
Financial Year 2024 - 2025 forms part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the
members, employees and bankers, during the year under Report.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

ATUL KIRLOSKAR
Sd/-

Date: 20 May 2025 CHAIRMAN

Place: Pune DIN 00007387