The Directors are pleased to present the 35^th Annual Report including the Audited Financial Statements (standalone and consolidated) for
the financial year ended 31 March 2026 of Kirloskar Ferrous Industries Limited (‘Company’).

Financial Summary (Standalone)

Dividend

The Board of Directors at its meeting held on 10 February 2026
declared an Interim Dividend of C 3 per equity share of C 5 each (i.e.
60 percent). The date of payment of the Interim Dividend was 2
March 2026.

The Board of Directors at its meeting held on 12 June 2026 has
recommended a Final Dividend of C 3 per equity share of C 5 each
(i.e. 60 percent) for approval of the Members at the ensuing annual
general meeting.

Accordingly, total dividend payout for the financial year 2025-2026
aggregates to C 6 per equity share of C 5 each (i.e. 120 percent).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors
has adopted the Dividend Distribution Policy. Copy of the same is
available at the website of the Company, viz. www.kirloskarferrous.com

Company Performance

The Company achieved Net Sales of C 6,888.57 Crores as compared
to C 6,564.22 Crores in the previous year. Profit before Tax (after
Exceptional Items) for the year stood at C 494.18 Crores as compared
to C 405.86 Crores for the previous year.

Sale of products

• Castings

The Company continued to maintain the market leadership
position in the domestic casting business. The Company sold
1,52,568 MT of castings aggregating to C 1,876 Crores during
the financial year 2025-2026 as compared to 1,32,242 MT
castings aggregating to C 1,654 Crores in the previous financial
year, showing 6 percent increase year-on-year.

• Pig Iron

During the financial year 2025-2026, the Company made
sales of 5,10,080 MT of pig iron valued at C 1,937 Crores as
compared to 5,11,787 MT of pig iron valued at C 2,076 Crores in
the previous financial year. The reduction in the sale value is
basically on account of drop in sales realization of pig iron by
6 percent from around C 40,600 per MT in the previous year
to around C 38,000 per MT this year due to margin pressure
in the pig iron business. Though there is a volume growth of
19,900 MT (11.8 percent over previous year), due to drop in
sales realisation the sales in value terms remains same as the
previous year.

• Tubes

During the financial year 2025-2026 the Company made sales
of 1,88,704 MT of Tubes valued at C 2,130 Crores as compared
to 1,68,804 MT of Tubes valued at C 2,103 Crores in the previous
financial year.

The Tube business was buoyant from the last quarter of
FY 2024-2025 and clocked growth in quarter 1 of FY 2025¬
2026 setting the momentum for the year. The Company
focussed on improving on-time delivery and customer
retention as important goals for the year. The tube business
continued its dominance in the automotive and bearing
segment. The Company made deep inroads in securing and
servicing the power sector demand of critical tubes and grew
the business by over 32 percent as compared to FY 2024¬
2025. The Company witnessed growth over previous year in all
segments barring the OCTG, which experienced a drop of over
55 percent The primary reason for this drop was the depressed
demand from the oil exploration majors coupled with high
inventory of pipes at user locations. Exports business also
grew from 5.5 percent to 8.2 percent of total sales in FY 2025¬
2026 despite the imposition of additional tariffs under Section
232 of Trade Expansion Act in the US. The Company secured
multiple orders from oil majors like ONGC and Oil India for
casings and tubing i.e. 6,321 MT and 17,000 MT respectively
during the year. The onslaught of dumping by China continued
until the commencement of the West Asia crisis influencing
price realisations and volumes besides adverse product mix.

• Steel

The Company sold 85,644 MT of steel valued at C 605 Crores
in the financial year 2025-2026 as compared to 73,002 MT of
steel valued at C 541 Crores in the previous financial year.

The steel business growth of over 17 percent was the result
of concerted efforts in retaining and growing with the existing
customers and adding new customers. Bearing Steel segment
grew by over 9 percent as compared to previous year and
constituted 70 percent of the business and Auto segment grew
by over 38 percent and constituted 25 percent of the business.
Sales realisation dropped during the year on account of raw
material cost reduction and pricing pressures from the market.

Operational performance

• Pig Iron

During the year under review, iron ore prices remained relatively
firm, with lump ore prices fluctuating between C6,000 per MT
to C6,500 per MT, while iron ore fines prices ranged between
C6,000 per MT to C6,450 per MT. Coal prices remained
stable during the first half of the financial year; however, the
second half witnessed an upward trend due to an increase in
international coking coal prices, bunker charges, and logistics
costs. The blended average coal price during the year was in
the range of USD 170 to USD 210 per MT.

Castings

During the year under review, the production of castings
increased by 17 percent as compared to the previous year. The
Company continuously worked on developing new products,
reducing operational costs and increasing the machining and
proto business at both locations.

During FY 2025-2026, the casting division witnessed strong
demand across tractor, commercial vehicle, passenger
vehicle and engine segments. The Company increased its
supplies to key OEM customers through consistent quality and
operational reliability.

Steel and Tubes

During FY 2025-2026, the Company recorded strong growth in
both its Tube and Steel businesses. Increase in Tube sales was
driven by robust demand from Automotive, Bearing and Power
sectors, improved customer retention and enhanced delivery
performance. However, the OCTG segment witnessed a
decline due to subdued demand from oil exploration companies
and high inventory levels at customer locations.

Growth in steel business was supported by deeper
engagement with existing customers, addition of new
customers and expansion in the Automotive and Bearing Steel
segments. While market pricing remained under pressure
due to competition from blast furnace - basic oxygen furnace
route steel mills and lower raw material costs, the Company
continued to focus on securing new customer approvals to
support future growth.

Finance costs

During the year under review, the Company borrowed funds
at competitive rates from the banks. The Company in overall
reduced term loans and working capital loans compared to
previous year, thereby reducing the borrowings and finance
cost. The year witnessed high volatility in exchange fluctuation
and in overall Rupee depreciated by 11 percent against US
Dollar. The Company closely monitored the exchange rate
movement and took forward cover to minimize the exchange
fluctuation risk.

Update on customers

During FY 2025-2026, the Company strengthened its
customer engagement, expanded export presence and
secured strategic long term business partnerships across its
operating segments.

FY 2025-2026 marked a strong performance in pig iron sales
driven by continuous customer engagement, strategic focus
on freight advantaged markets and successful new customer
development efforts that added new customers to the portfolio.
In parallel, finalized long term slag sales contracts with cement
companies, strengthening strategic market position and
providing a stable foundation for future business growth.

In castings business, the Company benefited from strong
demand across tractor, commercial vehicle, passenger vehicle
and engine segments during FY 2025-2026. The Company
achieved growth ahead of the tractor market and maintained
strong performance in other key segments despite supply
chain disruptions and input cost pressures towards the end of
the financial year. Strategic customer development initiatives,
including production expansion plans, transition to in-house
engine manufacturing, single source supplier nominations for
new engine platforms and ramp up of key production programs
are expected to support future growth and strengthen the
Company’s market position.

In steel and tubes business, the Company made its maiden
export of 300 MT steel bars to a North American customer
at Costa Rica for a very critical application. Securing new
customer approvals for further growth has been the main
driver during the year and the Company continues the efforts
in on-boarding new customers to the business.

These developments reflect the Company’s continued focus
on customer diversification, export growth and strengthening
long term strategic relationships.

• Jambunatha mines in the state of Karnataka

The Company has been declared as a preferred Bidder for the
Jambunatha Iron Ore Mine and is in the process of obtaining
necessary regulatory clearances from the environmental and
the forest authorities.

Update on Projects

Following major projects were completed during the financial year

2025-2026 :

• Installation of pig casting machine at Koppal plant for
improvement of liquid metal yield from 95.6 percent to 96.6
percent through reduction in skull generation.

• Implementation of coke drying system at Koppal plant for
reduction of coke consumption by 12 kg/THM by lowering
coke moisture content from 5 percent to 3 percent.

• Installation of iron ore fines screening system at Koppal plant
for enhancement of nut ore recovery by 10 percent and reduce
sinter return fines by 5 percent.

• Cooling line fume extraction system - Regulatory compliance,
environmental protection and improvement in shop
floor working conditions through efficient extraction of
furnace fumes.

• Runner and riser cleaning system - Improved metal
recovery and resource utilization, reduction in melting
losses and slag generation and lower energy consumption in
melting operations.

• Fume extraction system - regulatory compliance,
environmental protection, improved working conditions.

• Fuel conversion in furnaces - Reduce fuel cost, improve
environmental performance.

• Hot finishing section shed extension with finishing equipment
- Finishing capacity enhancement, debottlenecking and
increase storage capacity.

Scheme of Arrangement and Merger by Absorption of Oliver
Engineering Private Limited (‘OEPL’) and Adicca Energy Solutions
Private Limited (AESPL)

The merger of OEPL and AESPL with the Company is a corporate
restructuring aimed at long term sustainability, pooling of resources,
achieving economies of scale and growth of merged businesses for
better administration and cost optimization.

Pursuant to provisions of Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 the Hon’ble National Company
Law Tribunal, Mumbai has allowed the Company Petition in respect
of the Scheme of Arrangement and Merger by Absorption of Oliver
Engineering Private Limited and Adicca Energy Solutions Private
Limited with the Company and their respective shareholders and
has pronounced an Order on 2 June 2026 approving the Scheme.
On 11 June 2026, the Scheme of Arrangement and Merger by
Absorption has become operative effective from 1 April 2025.

Changes to the Equity Share Capital

Upon effectiveness of the Scheme of Arrangement and Merger by
Absorption; the Authorized Share Capital of the Company stands
at C 389,61,00,000 divided into 54,52,20,000 equity shares of C 5
each and 11,70,00,000 preference shares of C 10 each.

During the financial year 2025-2026; 3,04,305 equity shares of C 5
each were allotted upon exercise of stock options pursuant to ‘KFIL
Employee Stock Option Schemes’. As at the end of the financial year;
the issued, subscribed and paid-up share capital of the Company
stands increased to C 82,46,08,215 comprising of 16,49,21,643
equity shares of C 5 each.

Directors

a) Changes in Directors and Key Managerial
Personnel

Pursuant to provisions of Section 152 of the Companies Act,
2013 and rules thereof; Mr. Nishikant Balakrishna Ektare,
Executive Director (Operations) [DIN : 02109633], retires by
rotation at the ensuing annual general meeting and being
eligible, offers himself for reappointment.

Upon recommendation of the Nomination and Remuneration
Committee; the Board of Directors at its meeting held on 7 May
2026 has recommended reappointment of Mr. Sathya Moorthy
Venkataramani (DIN : 00229998) as an Independent Director
for another term to hold office upto 21 October 2031 for approval
of the Members at the ensuing annual general meeting. In
the opinion of the Board of Directors; he possesses integrity,

expertise and experience and holds the valid registration with
the databank of Independent Directors pursuant to provisions
of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

Upon recommendation of the Nomination and Remuneration
Committee; the Board of Directors at its meeting held on 12
June 2026 has recommended appointment of Mrs. Pallavi
Pratap Gokhale (DIN : 00036369) as an Independent Director
for a term to hold office upto 11 June 2031 for approval of
the Members at the ensuing annual general meeting. In the
opinion of the Board of Directors; she possesses integrity,
expertise and experience and holds the valid registration with
the databank of Independent Directors pursuant to provisions
of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

Changes in Directors during the financial year 2025-2026 are
as given below :

• The Board of Directors at its meeting held on 9 May 2025
co-opted Ms. Aditi Atul Kirloskar as an Additional Director
in the category of Non-Executive Non-Independent with
effect from 10 May 2025. The Members at their annual
general meeting held on 4 August 2025 have appointed
her as a Director liable to retire by rotation.

• The Board of Directors at its meeting held on 6
November 2025 co-opted Mr. Aman Rahul Kirloskar as
an Additional Director in the category of Non-Executive
Non-Independent with effect from 7 November 2025.
The Members of the Company have appointed him as a
Director liable to retire by rotation by way of the postal
ballot on 12 January 2026.

There was no change in the key managerial personnel during
the financial year 2025-2026.

b) Statement on declarations by Independent
Directors

The Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as laid down under Section 149(6) of the
Companies Act, 2013, rules thereof and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they are in compliance with the Code
for Independent Directors as prescribed in Schedule IV to the
Companies Act, 2013.

In the opinion of the Board, all Independent Directors possess
integrity, expertise, skills and experience for carrying out
functions of an Independent Director.

Pursuant to provisions of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014; all the Independent
Directors have confirmed that they hold valid registration
certificate with the Databank of Independent Directors.

The Company has laid down a Code for the Board of Directors
and Senior Management of the Company. The said Code
is available on the website of the Company viz. www.
kirloskarferrous.com. All the Board Members and Senior
Management Personnel of the Company have affirmed
compliance with the Code of Conduct.

c) Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the Board has carried
out a formal review for evaluating the performance and
effectiveness of the Board, Committees of the Board and of
individual directors.

Performance of the Board was evaluated on the basis of criteria
such as board composition and structure, effectiveness of
board processes, participation in organisation strategy, etc.
Performance of various committees was evaluated by the
Board based on appropriate criteria.

d) Nomination and Remuneration Policy:

Upon recommendation of the Nomination and Remuneration
Committee, the Board has adopted a policy for selection and
appointment of Directors, Key Managerial Personnel and
Senior Management Personnel and their remuneration. The
policy is available on the website of the Company, viz. www.
kirloskarferrous.com

e) Number of meetings of the Board :

During the financial year 2025-2026, five meetings of the
Board of Directors were convened and held, details of which
are provided in the Report on Corporate Governance.

f) Composition of Audit Committee and other
committees of the Board :

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

Particulars of loans, guarantees or
investments under Section 186 of the
Companies Act, 2013

During the financial year 2025-2026, the sum of C 33.15 Crores has
been granted as the loan to the subsidiaries for the purpose of capital
expenditure, refurbishment of plant and machinery and working
capital and the sum of C 6.26 Crores has been granted as the loan to
contractors in the normal course of business of the Company and to
employees in accordance with the policies of the Company.

Loans granted to the subsidiaries [viz. Oliver Engineering Private
Limited and Adicca Energy Solutions Private Limited] were in the
nature of inter-company transactions and have been eliminated
as disclosed in Note No. 52 forming part of the standalone
financial statements.

During the financial year 2025-2026, the Company has not given
any loan or guarantee or acquired any security exceeding the
limit prescribed pursuant to provisions of Section 186(2) of the
Companies Act, 2013.

Transactions with related parties

During the year under review, all related party transactions entered
into by the Company were approved by the Audit Committee and
were at arm’s length and in the ordinary course of business.

Pursuant to provisions of Section 134 of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014; there
are no particulars to be disclosed in the Board’s Report.

The policy on related party transactions is available on the website
of the Company, viz. www.kirloskarferrous.com

Disclosures

During the financial year 2025-2026;

• Pursuant to provisions of Section 148 of the Companies Act,
2013 and rules thereof; maintenance of cost records has been
mandatory for the Company and such accounts and records
relating to utilisation of materials, labour and other items of
cost have been prepared and maintained.

• Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013 have been
complied with.

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

• There has been no change in the nature of business of
the Company.

• To the best of our knowledge, no significant / material order
has been received from any regulator, court or tribunal; which
may impact the going concern status or the operations of the
Company in future.

• No case of 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.

• Neither any application has been made nor any proceeding
has been pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

• There was no incidence of settlement in respect of any loan
availed from any bank or financial institution.

Apart from the effectiveness of the Scheme of Arrangement and
Merger by Absorption of Oliver Engineering Private Limited and
Adicca Energy Solutions Private Limited with the Company and their
respective shareholders; there is no material change or commitment
occurring after the end of the financial year, which may affect the
financial position of the Company.

Details of the remuneration received by the Managing Director
and the Executive Directors from holding / subsidiary company

Mr. R. V. Gumaste, Managing Director, Mr. R. S. Srivatsan, Executive
Director (Finance) and Chief Financial Officer and Mr. N. B.
Ektare, Executive Director (Operations) have neither received any
remuneration from the subsidiary companies nor have received any
remuneration from Kirloskar Industries Limited (‘holding company’).

Subsidiary / associate / joint venture companies and Consolidated
financial statements

Consolidated Financial Statements of the Company and its
subsidiaries for the year ended 31 March 2026 form part of this
Annual Report. A statement containing salient features of the
financial statements of the subsidiaries / associate companies /
joint venture companies for the year ended 31 March 2026 has been
annexed to the Financial Statements of the Company in Form AOC-1.

Upon effectiveness of the Scheme of Arrangement and Merger
by Absorption; Oliver Engineering Private Limited and Adicca
Energy Solutions Private Limited have ceased to be subsidiaries
of the Company.

ISMT Enterprises SA, a Luxembourg based subsidiary of the
Company, has been officially dissolved and deregistered from the
Luxembourg Trade Registry with effect from 1 September 2025. This
structural closure is a step in the Company’s broader plan to wind
up redundant overseas holding structures following its complete
amalgamation and absorption of the domestic parent entity
ISMT Limited.

Risk Management Framework

The Company has a Risk Management Committee consisting
of Mr. V. M. Varma as the Chairman and Mr. R. V. Gumaste, Mr. S.
Venkataramani and Mr. P. Vohra as Members of the Committee.
Based on the recommendation of the Committee, the Risk
Management Policy has been amended to include ESG related
risks, information and cyber security risks. The Board reviews
effectiveness of risk management activities on regular basis.

The process of risk management covers risk identification and
classification of risks, risk rating, risk mitigation and risk monitoring
and review. Risks have been classified as strategic, operational,
financial, statutory / compliance and reputational.

Based on recommendation of the Risk Management Committee,
the Risk Coordinator has been appointed to work with Risk Owners
to identify risks and facilitate development of risk mitigation plans.

Internal Financial Controls

The Company has deployed controls including defined code of
conduct, whistle blower policy, management review and MIS
mechanisms, internal audit mechanism. The process level controls
have been instituted through company policies and procedures and
continuous monitoring of efficiency in operations.

There is regular management oversight of the internal controls
environment at the Company. The Audit Committee alongwith the
Management oversees reports of the internal audit and reviews
implementation on a periodic basis.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has adopted the Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud, unethical behaviour,
mismanagement, leakage of Unpublished Price Sensitive
Information (UPSI), etc. The policy has provided a mechanism for
employees and other persons dealing with the Company to report to
the Chairman of the Audit Committee any such instance. There was
no case filed during the year under review. The policy is available at
the website of the Company, viz. www.kirloskarferrous.com

Disclosures pursuant to other statutory
laws

• 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 workplace. This would, inter alia, provide a
mechanism for the resolution, settlements or prosecution of acts
or instances of sexual harassment at workplace and to ensure that
all employees are treated with respect and dignity. There was no
complaint / case filed / pending with the Company during the year
under review.

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

• The Company has complied with the provisions of the
Maternity Benefit Act, 1961 and has extended all applicable
benefits to eligible female employees during the financial year.

Annual Returns filed with the Ministry of
Corporate Affairs (MCA)

Pursuant to provisions of Section 134 read with Section 92(3) of the
Companies Act, 2013; copies of annual returns filed with the MCA are
available at the website of the Company viz. www.kirloskarferrous.
comand the Annual Return for the financial year 2025-2026 will be
uploaded on the website after filing with the MCA.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

Details on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to provisions of
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014 are annexed herewith as
Annexure A.

Corporate Social Responsibility (CSR)

The Company has always believed in working for the betterment and
upliftment of the society. Corporate Social Responsibility (CSR) has
been practiced over the years in the Company. Focus areas under
CSR include Education, Health and Hygiene, Environment and Rural
Development. The Company has been carrying out various CSR
activities directly or through implementing agencies.

Details about the composition of CSR Committee and the Report
on CSR activities for the financial year under review is annexed
herewith as Annexure B.

Information pursuant to Rule 5 of the
Companies (appointment and remuneration
of managerial personnel) Rules, 2014

Information pursuant to Rule 5 of the Companies (appointment
and remuneration of managerial personnel) Rules, 2014 is annexed
herewith as Annexure C. Pursuant to the said rules, the particulars
of top ten employees form part of this report. However, in terms of
Section 136(1) of the Companies Act, 2013 the Board’s Report is
being sent to the Members of the Company without such details.
Any Member interested to receive such details may write to the
Company Secretary at the Registered Office of the Company.

Employee Stock Options Schemes (ESOS)

The Company views employee stock options as an instrument that
would enable the employees to share the value they create for the
Company and align individual objectives of the employees with the
objectives of the Company.

The Company has two employee stock option schemes, viz. KFIL
Employee Stock Option Scheme 2017 (‘KFIL ESOS 2017’) and KFIL
Employee Stock Option Scheme 2021 (‘KFIL ESOS 2021’) in order to
motivate, incentivize and reward employees. The Board of Directors
and the Nomination and Remuneration Committee of the Company
are authorised to administer both schemes.

Pursuant to Regulation 13 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; certificates from
the secretarial auditor that the schemes have been implemented

in accordance with these regulations and in accordance with the
resolutions passed by the Members of the Company in the general
meetings would be placed before the Members at the ensuing
annual general meeting.

Disclosures on schemes, details of options granted, shares allotted
upon exercise are annexed herewith as Annexure D and are also
available on the website of the Company at www.kirloskarferrous.
com

No employee has been granted stock options equal to or exceeding
one percent of the issued capital of the Company.

In line with the Indian Accounting Standards (“Ind AS”) 102 on ‘Share
Based Payments’ issued by the Institute of Chartered Accountants
of India (“ICAI”); the Company has computed the cost of equity-
settled transactions by using the fair value of the options at the date
of the grant and recognized the same as employee compensation
cost over the vesting period.

Auditors

a) Statutory Auditors

The Members of the Company at their Annual General Meeting
held on 27 July 2021 have reappointed M/s. Kirtane & Pandit
LLP, Chartered Accountants as the Statutory Auditor of the
Company to hold office for another term from the conclusion of
30^th Annual General Meeting till the conclusion of 35^th Annual
General Meeting of the Members of the Company. A certificate
has been received from them confirming that requirements
prescribed under provisions of Section 141 of the Companies
Act, 2013 have been fulfilled.

The Members of the Company at their Annual General Meeting
held on 24 September 2024 have appointed M/s. P G BHAGWAT
LLP, Chartered Accountants as the Statutory Auditor of the
Company to hold office for a term from conclusion of 33^rd
Annual General Meeting till conclusion of 38^th Annual General
Meeting to conduct the audit of books of account of the
Company for the financial years ending 31 March 2025 and 31
March 2026 jointly with M/s. ‘Kirtane & Pandit LLP, Chartered
Accountants’, present statutory auditor. A certificate has been
received from them confirming that requirements prescribed
under provisions of Section 141 of the Companies Act, 2013
have been fulfilled.

The reports given by the statutory auditors on the standalone
and consolidated financial statements of the Company for the
financial year ended 31 March 2026 form part of this Annual
report. There is no qualification / reservation / adverse remark
in the reports on the audit of standalone and consolidated
financial statements given by the statutory auditors.

b) Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act,
2013 and rules thereof and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015; the Members of
the Company have approved the appointment of ‘M. J. Risbud
& Co’, Company Secretaries to provide the secretarial audit
reports from the financial year ending 31 March 2026 to the
financial year ending 31 March 2030. The Secretarial Audit
Report for the financial year ended 31 March 2026 is annexed
herewith as Annexure E. There is no qualification / reservation
/ adverse remark in the Secretarial Audit Report.

Pursuant to the Master Circular No. HO/49/14/14(7)2025-
CFD-POD2/I/3762/2026 dated 30 January 2026 issued by
the SEBI, ‘M. J. Risbud & Co’, Company Secretaries have also
issued the Secretarial Compliance Report for the financial year
2025-2026.

c) Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act,
2013 and rules thereof, the Board of Directors has appointed
‘Dhananjay V. Joshi & Associates’, Cost Accountants as the
Cost Auditor to conduct the audit of cost accounting records
for the financial year 2026-2027.

Report on Management Discussion and
Analysis

Pursuant to provisions of Regulation 34(3) of the SEBI (LODR)
Regulations, 2015; the Report on Management Discussion and
Analysis forms part of this Annual Report.

Report on Corporate Governance

The Company conforms to norms of the corporate governance
as envisaged in the Listing Agreement executed with the stock
exchange. Pursuant to provisions of Regulation 34(3) of the SEBI
(LODR) Regulations, 2015; the Report on Corporate Governance forms
part of this Annual Report. A certificate from the secretarial auditor
regarding compliance with conditions of corporate governance as
required pursuant to provisions of the SEBI (LODR) Regulations, 2015
has been annexed to the Report on Corporate Governance.

Business Responsibility and Sustainability
Report

Pursuant to provisions of Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015; the Business Responsibility and Sustainability
Report forms part of this Annual Report.

Directors’ Responsibility Statement

Pursuant to provisions of Section 134 of the Companies Act, 2013 in

respect of Directors’ Responsibility Statement; the Directors state

that :

• in the preparation of the annual accounts; the applicable
accounting standards have been followed and there were no
material departures.

• accounting policies as mentioned in the Notes forming part
of the Financial Statements have been selected and applied
consistently. Further, judgments and estimates made 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 2026 and of the
profit of the Company for the year ended on that date.

• proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities.

• the annual financial statements have been prepared on a
going concern basis.

• proper internal financial controls were laid down and such
internal financial controls were adequate and were operating
effectively and

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

Cautionary Statement

Statements in this report, particularly those which relate to the
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.

Appreciation

The Board wishes to place on record its appreciation towards the
contribution of all employees of the Company and its gratitude to the
Company’s valued customers, bankers, vendors and members for
their continued support and confidence in the Company.

For and on behalf of the Board of Directors of
Kirloskar Ferrous Industries Limited

Rahul Kirloskar

Date: 12 June 2026 Chairman

Place: Pune (DIN: 00007319)