Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

The 79th Annual General Meeting was held on August 13, 2026 through Video Conferencing/Other Audio Visual Means. The cut-off date for determining voting eligibility was August 6, 2026.

Proposed Resolutions and Implications

Eight resolutions were considered at the meeting:

1. Ordinary Resolution: To receive, consider and adopt the audited Standalone and Consolidated financial statements for the year ended March 31, 2026 with reports of Board of Directors and Auditors

2. Ordinary Resolution: To appoint Ms. Rukmini Kirloskar (DIN: 00309266) as director who retires by rotation

3. Special Resolution: To re-appoint Mr. Vijay R Kirloskar (DIN: 00031253) as Executive Chairman (Whole-time Director)

4. Ordinary Resolution: To appoint Ms. Janaki Kirloskar (DIN: 00309238) as Director

5. Special Resolution: To appoint Ms. Janaki Kirloskar as Joint Managing Director

6. Ordinary Resolution: To appoint M/s. BMS Auditing, Chartered Accountants as Auditor of Branch office at Ajman, UAE

7. Ordinary Resolution: To ratify remuneration of Cost Auditors for FY ending March 31, 2026

8. Special Resolution: Raising funds through preferential issue and allotment of equity shares to Kirloskar Power Equipments Limited (promoter group entity)

Voting Process and Methods

The voting process utilized:

  • Remote e-voting: Available from August 10, 2026 (9:00 AM) to August 12, 2026 (5:00 PM) through www.evotingindia.com
  • E-voting during AGM: For members present during the meeting who hadn't voted remotely

The e-voting platform was provided by Integrated Registry Management Services Private Limited.

Key Voting Outcomes

Overall Participation

  • Total outstanding shares: 66,414,071
  • Total votes polled: 33,273,085 (50.0995% participation)

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements):

  • Total votes: 33,273,085
  • In favor: 33,272,239 (99.9975%)
  • Against: 846 (0.0025%)
  • Result: PASSED

Resolution 2 (Ordinary - Ms. Rukmini Kirloskar reappointment):

  • Total votes: 33,273,085
  • In favor: 33,271,957 (99.9966%)
  • Against: 1,128 (0.0034%)
  • Result: PASSED

Resolution 3 (Special - Mr. Vijay R Kirloskar as Executive Chairman):

  • Total votes: 33,273,085
  • In favor: 33,272,113 (99.9971%)
  • Against: 972 (0.0029%)
  • Result: PASSED (Special majority achieved)

Resolution 4 (Ordinary - Ms. Janaki Kirloskar as Director):

  • Total votes: 33,273,085
  • In favor: 33,272,106 (99.9971%)
  • Against: 979 (0.0029%)
  • Result: PASSED

Resolution 5 (Special - Ms. Janaki Kirloskar as Joint Managing Director):

  • Total votes: 33,273,085
  • In favor: 33,272,106 (99.9971%)
  • Against: 979 (0.0029%)
  • Result: PASSED (Special majority achieved)

Resolution 6 (Ordinary - Branch Auditor appointment):

  • Total votes: 33,273,085
  • In favor: 33,272,106 (99.9971%)
  • Against: 979 (0.0029%)
  • Result: PASSED

Resolution 7 (Ordinary - Cost Auditor remuneration):

  • Total votes: 33,273,085
  • In favor: 33,272,113 (99.9971%)
  • Against: 972 (0.0029%)
  • Result: PASSED

Resolution 8 (Special - Preferential issue to Kirloskar Power Equipments):

  • Total votes: 32,126,770 (48.3734% participation)
  • In favor: 32,125,798 (99.9970%)
  • Against: 972 (0.0030%)
  • Result: PASSED (Special majority achieved)

Participation Breakdown by Shareholder Category

Promoter and Promoter Group (33,034,787 shares):

  • Votes polled: 33,033,937 (99.9974% participation)
  • Unanimous approval across all resolutions (100% in favor)

Public Institutions (3,434,506 shares):

  • Votes polled: 9,825 (0.2861% participation)
  • Unanimous approval across all resolutions (100% in favor)

Public Non-Institutions (29,944,778 shares):

  • Votes polled: 229,323 (0.7658% participation)
  • High approval rates ranging from 99.5081% to 99.6311% across resolutions

Scrutinizer's Role and Findings

Mr. Chandra Sekhar Kandukoori (ACS: 14441 and COP: 24363), Practicing Company Secretary of M/s. K. C. Sekhar & Associates, was appointed as Scrutinizer. His responsibilities included:

  • Scrutinizing votes cast through remote e-voting and e-voting during AGM
  • Ensuring compliance with Companies Act, 2013 and Rules thereunder
  • Verifying adherence to Secretarial Standards 2 on General Meetings

The scrutinizer confirmed:

  • AGM notice was sent to shareholders on July 21, 2026
  • Notice was available on company website (www.kirloskarelectric.com) and stock exchange websites
  • Remote e-voting period was from August 10-12, 2026
  • All voting processes were properly conducted and recorded
  • Results were unblocked at 1:04 PM after AGM conclusion

Compliance Confirmation

The disclosure confirms compliance with:

  • Section 108 of Companies Act, 2013
  • Rule 20 of Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standards 2 on General Meetings

Additional Information

  • All invalid votes across categories were zero for all resolutions
  • The e-voting results and scrutinizer's records have been handed over to the Company Secretary for safe custody