1. Reappointment of Executive Chairman

  • Subject to shareholder approval, Mr. Vijay R Kirloskar (DIN: 00031253) was reappointed as Whole-time Director (Executive Chairman) for a term of three years, effective from August 12, 2026.
  • He will be liable to retire by rotation.
  • It was confirmed that Mr. Kirloskar is not debarred from holding the office of director by virtue of any SEBI order or other authority, per BSE Circular LIST/COMP/14/2018-19 and NSE Circular NSE/CML/2018/24 dated June 20, 2018.

Profile Details (Annexure-1):

  • Mr. Vijay Ravindra Kirloskar holds a Master's degree in Management Science and Engineering from Worcester Polytechnic Institute, USA.
  • He began his career with the Kirloskar Group in 1978 as Manager-Production, became President in 1982, and Managing Director in 1985.
  • He served as Chairman of the Kirloskar Group from 1994 to 1998 and was Vice President of CII in 1998.
  • He is the promoter and senior manager of the company, playing a central role in its strategic direction.

Relationships Disclosure:

  • Mr. Kirloskar is the spouse of Mrs. Meena Kirloskar (DIN: 00286774), Non-Executive Director.
  • He is the father of Ms. Rukmini Kirloskar (DIN: 00309266), Non-Executive Director, and Ms. Janaki Kirloskar (DIN: 00309238), Joint Managing Director (Additional Director).
  • He has no relationship with any other Directors, Key Managerial Personnel, or Senior Management Personnel of the Company.

2. Preferential Issue of Equity Shares

  • The Board approved issuing up to 34,68,007 (Thirty Four Lakh Sixty Eight Thousand Seven) equity shares at a floor price of ₹115.34 per share.
  • The aggregate consideration will be up to ₹40,00,00,000 (Rupees Forty Crore).
  • The shares will be issued to Kirloskar Power Equipments Limited, a promoter group company, on a preferential basis.
  • The issuance is subject to provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, Companies (Prospectus and Allotment of Securities) Rules, 2014, Chapter V of SEBI (ICDR) Regulations, 2018, and other applicable regulations.
  • Approval from shareholders in a general meeting and other regulatory authorities is required.

Preferential Issue Details (Annexure-2):

  • Type of securities: Equity shares
  • Type of issuance: Preferential allotment
  • Total number: Up to 34,68,007 shares
  • Issue price: ₹115.34 per share (floor price)
  • Aggregate amount: Up to ₹40,00,00,000
  • Name of investor: Kirloskar Power Equipments Limited
  • Number of investors: 01 (One)
  • The issue price was determined as per SEBI (ICDR) Regulations, 2018.

3. Appointment of Internal Auditor

  • The Board appointed M/s. T. Sriram, Mehta & Tadimalla, Chartered Accountants, Bangalore, as Internal Auditors for the financial year 2026-27.
  • The appointment is effective from July 16, 2026.

Auditor Profile (Annexure-3):

  • T. Sriram, Mehta & Tadimalla (TSMT) is a firm of Chartered Accountants providing services in Taxation, Audit & Assurance, Corporate Law, Finance, Risk & Transaction Advisory.
  • The firm has over 50 years of experience serving a global clientele across various industries.