Meeting Details
- Date: Thursday, August 13, 2026
- Time: 11:00 AM IST
- Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
- Type: 79th Annual General Meeting
- Cut-off Date: Thursday, August 6, 2026 (for determining voting rights)
Proposed Resolutions and Implications
Ordinary Business
1. Adoption of Financial Statements: To receive, consider and adopt:
- Audited standalone financial statements for FY2025-26 with Board and Auditor reports
- Audited consolidated financial statements for FY2025-26 with Auditor report
2. Director Re-appointment: To appoint Ms. Rukmini Kirloskar (DIN: 00309266), who retires by rotation and offers herself for re-appointment as Non-Executive Non-Independent Director.
Special Business
3. Re-appointment of Executive Chairman: Special resolution to re-appoint Mr. Vijay R Kirloskar (DIN: 00031253) as Executive Chairman (Whole-time Director) for 3 years from August 12, 2026, with total remuneration of ₹7,50,00,000 per annum comprising:
- Salary: ₹3,16,56,000 per annum
- Perquisites and allowances: Up to ₹3,32,74,120 per annum
- Minimum remuneration payable even if company has losses or inadequate profits
4. Appointment of Director: Ordinary resolution to appoint Ms. Janaki Kirloskar (DIN: 00309238) as Director, who was appointed as Additional Director effective May 26, 2026.
5. Appointment as Joint Managing Director: Special resolution to appoint Ms. Janaki Kirloskar as Joint Managing Director for 3 years from May 26, 2026, with total remuneration of ₹2,50,00,000 per annum comprising:
- Salary: ₹1,24,99,998 per annum
- Perquisites and allowances: Up to ₹1,03,98,752 per annum
- Minimum remuneration payable even if company has losses or inadequate profits
6. Branch Auditor Appointment: Ordinary resolution to appoint M/s. BMS Auditing, Chartered Accountants, Dubai as auditor for the Ajman, UAE branch office.
7. Cost Auditor Remuneration Ratification: Ordinary resolution to ratify remuneration of ₹4,50,000 for M/s. Rao, Murthy & Associates as Cost Auditors for FY2025-26.
8. Preferential Issue: Special resolution to raise funds through preferential issue of up to 34,68,007 equity shares to Kirloskar Power Equipments Limited (KPEL), a promoter group entity, at ₹115.34 per share (including premium of ₹105.34), aggregating ₹39,99,99,927.38. Key terms:
- Floor price determined as higher of 90-day VWAP (₹111.84) and 10-day VWAP (₹115.34)
- Relevant date: July 14, 2026
- Funds utilization: ₹25 crore for debt repayment, ₹14.99 crore for working capital and general corporate purposes
- Post-issue promoter holding to increase from 49.74% to 52.23%
- KPEL's holding to increase from 1.73% to 6.60%
- Shares subject to lock-in as per SEBI ICDR Regulations
Voting Process
- Methods: Remote e-voting and e-voting during AGM
- E-voting Period: Monday, August 10, 2026 (9:00 AM) to Wednesday, August 12, 2026 (5:00 PM)
- Service Provider: Central Depository Services (India) Limited (CDSL) at www.evotingindia.com
- Scrutinizer: Mr. K Chandra Sekhar, Practicing Company Secretary
- Results: To be placed on company website and communicated to stock exchanges within 2 working days of AGM conclusion
Compliance Statements
The company confirms compliance with:
- Companies Act, 2013 and rules thereunder
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- MCA General Circular No. 03/2025 dated September 22, 2025
- SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023
- Physical meeting dispensation permitted under continuing MCA circulars
Additional Information
- Register of Members: Closed from August 7-13, 2026 (both days inclusive)
- Document Inspection: Available at registered office during business hours
- Shareholder Queries: May be sent to investors@kirloskarelectric.com at least 7 days before AGM
- Annual Report: Available electronically and physically on request
- RTA: Integrated Registry Management Services Private Limited, Bengaluru