Meeting Details
- Date: Tuesday, July 21, 2026
- Time: 3:00 p.m. (IST)
- Mode: Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
- Cut-off date: Tuesday, July 14, 2026
- Total shareholders as on cut-off date: 67,783
- Shareholders attended through VC: 67 (Promoters: 10, Public: 57)
- Deemed venue: Corporate Office of the Company
Proposed Resolutions and Implications
The AGM considered 10 resolutions covering both ordinary and special business:
Ordinary Business:
1. Adoption of Audited Financial Statements (including Consolidated Financial Statements) for FY ended March 31, 2026
2. Declaration of dividend at 425% (Rs 8.50 per equity share) and confirmation of interim dividend of 175% (Rs 3.50) already paid
3. Re-appointment of Mr. Rahul C. Kirloskar (DIN: 00007319) as Director retiring by rotation
4. Re-appointment of Kirtane and Pandit LLP as Statutory Auditors and fixation of their remuneration
5. Ratification of remuneration of Ms Sudhir Govind Jog as Cost Auditor
Special Business:
6. Appointment of Mr. Ranganath Nuggehalli Krishna (DIN: 00004044) as Independent Director for period from April 28, 2026 to March 12, 2031
7. Re-appointment of Mr. Rahul C. Kirloskar (DIN: 00007319) as Whole-Time Director designated as Executive Chairman for five years from April 22, 2027
8. Payment of remuneration to Executive Directors who are Promoters (Mr. Aman Kirloskar, Managing Director and Mr. Rahul C. Kirloskar, Executive Chairman) which may be in excess of SEBI LODR threshold limits
9. Sub-division of Equity Shares from face value of Rs 2.00 each to 2 Equity Shares of Rs 1.00 each
10. Alteration of Capital Clause in Memorandum of Association
Voting Process and Methods
The voting was conducted through:
- Remote e-voting: July 18, 2026 (9:00 a.m.) to July 20, 2026 (5:00 p.m.) via NSDL platform
- E-voting during AGM: Conducted through NSDL platform during the meeting
- Scrutinizer: Sridhar Mudaliar, Partner of SVD & Associates, Company Secretaries, Pune
- Physical attendance and proxy facility were dispensed with as per MCA and SEBI circulars
Key Voting Outcomes
Overall Participation:
- Total shares outstanding: 64,963,190
- Total votes polled: 44,240,128 shares (68.1003% of outstanding shares)
Resolution-wise Results:
Resolution 1 (Adoption of Financial Statements):
- Total votes: 44,240,128
- In favour: 44,240,113 (99.99997%)
- Against: 15 (0.00003%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Resolution 2 (Dividend Declaration):
- Total votes: 44,240,128
- In favour: 44,240,113 (99.99997%)
- Against: 15 (0.00003%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Resolution 3 (Re-appointment of Rahul C. Kirloskar):
- Total votes: 36,746,453
- In favour: 35,869,599 (97.61377%)
- Against: 876,854 (2.38623%)
- Not voted/abstain: 74,95,215
- Invalid: 34,95,424
Resolution 4 (Re-appointment of Auditors):
- Total votes: 44,240,128
- In favour: 42,763,227 (96.66163%)
- Against: 1,476,901 (3.33837%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Resolution 5 (Ratification of Cost Auditor):
- Total votes: 44,240,128
- In favour: 44,240,112 (99.99996%)
- Against: 16 (0.00004%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Resolution 6 (Appointment of Independent Director):
- Total votes: 44,240,128
- In favour: 44,240,113 (99.99997%)
- Against: 15 (0.00003%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Resolution 7 (Re-appointment of Executive Chairman):
- Total votes: 36,746,453
- In favour: 33,246,573 (90.47560%)
- Against: 3,499,880 (9.52440%)
- Not voted/abstain: 74,95,215
- Invalid: 34,95,424
Resolution 8 (Remuneration to Promoter Directors):
- Total votes: 36,746,253
- In favour: 27,780,932 (75.60208%)
- Against: 8,965,321 (24.39792%)
- Not voted/abstain: 74,95,415
- Invalid: 34,95,424
Resolution 9 (Share Sub-division):
- Total votes: 44,240,128
- In favour: 44,239,323 (99.99818%)
- Against: 805 (0.00182%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Resolution 10 (Alteration of Capital Clause):
- Total votes: 44,240,128
- In favour: 44,240,112 (99.99996%)
- Against: 16 (0.00004%)
- Not voted/abstain: 1,540
- Invalid: 34,95,424
Shareholder Category-wise Breakdown
Promoter and Promoter Group:
- Shares held: 25,212,125
- Votes polled: 25,189,685 (99.9110% of shares held)
- Consistently voted 100% in favor on all resolutions where they were not interested parties
Public Institutions:
- Shares held: 23,462,900
- Votes polled: 18,697,028 (79.6876% of shares held)
- Showed significant opposition (18.7185% against) on Resolution 7 (Re-appointment of Executive Chairman)
- Showed opposition (7.8990% against) on Resolution 4 (Re-appointment of Auditors)
Public Non-Institutions:
- Shares held: 16,288,165
- Votes polled: 353,415 (2.1698% of shares held)
- Minimal opposition across most resolutions
Scrutinizer's Role and Findings
- Scrutinizer: Sridhar G. Mudaliar, Partner of SVD & Associates, Company Secretaries
- Appointment: Approved by Board of Directors on April 27, 2026
- Responsibilities: Scrutinized remote e-voting and e-voting during AGM in fair and transparent manner
- Process: Votes were unblocked after AGM conclusion in presence of two witnesses
- Electronic data and records remain in scrutinizer's custody until minutes are approved
Compliance with Regulations
The meeting was conducted in compliance with:
- Section 108 of Companies Act, 2013
- Rule 20 & 21 of Companies (Management and Administration) Rules, 2014
- MCA Circulars: General Circular No. 14/2020, 17/2020, 20/2020, and 03/2025
- SEBI LODR Regulations, 2015
- SEBI Master Circular No. HO/49184/L4/71.2025-CFD-POD2/113762/2026 dated January 30, 2026
Additional Information
- The results are available on company website (www.kirloskarpneumatic.com) and NSDL website (www.evoting.nsdl.com)
- One shareholder partially not voted for 1,540 equity shares across multiple resolutions
- For Resolution 7 and 8, 3 shareholders partially voted in favor for 16,595 equity shares and partially voted against for 298,850 equity shares
- All resolutions were passed with required majority