Your Directors present the 106^th Board Report and the Audited
Financial Statements of the Company for the Financial Year
ended March 31, 2026 together with the reports of the
Auditors thereon.

FINANCIAL RESULTS

The financial results of the Company for the Financial Year
2025-26 as compared with the previous Financial Year are
as under:

DIVIDEND

The Board of Directors have recommended a Dividend of
' 7/- per equity share i.e. @ 350% of face value of ' 2/- each,
for the Financial Year 2025-26 (' 7/- per equity share as
Dividend for the Financial Year 2024-25) as per the Dividend
Distribution Policy.

The total outflow towards dividend recommended for the
Financial Year 2025-26 will be ' 555.86 Million as against
' 555.86 Million for the previous financial year.

Your Company has formulated a policy for Dividend
Distribution which is disclosed on the website of the Company
and can be accessed athttps://www.kirloskarpumps.com/
wp-content/uploads/2025/02/Dividend-Distribution-Policy.pdf

OPERATIONS OF THE COMPANY

On a consolidated basis, the revenue from operations for the
year under review is '45,380 Million, which represents an
increase of 1% as compared to the previous financial year.
The revenue from operations for the year under review is
'28,281 Million, on a standalone basis, which represents a
decrease of 2.6% as compared to the previous financial year.

During FY 2025-26, Kirloskar Brothers Limited (KBL/the
Company) operated in a global environment marked by

slowing yet resilient economic growth, elevated energy prices
and cautious capital spending. Despite these challenges, the
Company demonstrated operational resilience, strengthened
its market position across core segments and continued its
focus on technology, quality and customer-centric execution.

Operational Performance

The Company sustained stable performance across its
domestic and international operations, supported by
diversified end-market exposure, disciplined execution and
a strong order pipeline in infrastructure, water, power and
industrial segments. Robust demand from government-led
initiatives, urban infrastructure investments and industrial
modernisation programmes in India offset global macro
uncertainties and ensured healthy capacity utilisation across
manufacturing facilities.

Focused initiatives around operational excellence,
digitalisation and cost optimisation enhanced productivity
and responsiveness, enabling the Company to meet customer
commitments while maintaining high standards of quality and
safety.

During FY 2025-26, KBL recorded strong momentum
across infrastructure-linked verticals. The Water Resource
Management business secured significant orders from
government bodies, OEMs and EPC contractors across
multiple states, including marquee projects from the Water
Resources Department, Maharashtra and the Kolkata
Municipal Corporation. Demand for Auto Prime pumps,
KirloSmart™ 2.0 loT solutions and spares remained healthy,
while direct exports and opportunities in solar hybrid
pumping systems further strengthened growth prospects.
The Irrigation segment also performed well, with major orders
from NVDA and the Government of Madhya Pradesh, along
with flood control and pump modernisation projects for the
Uttar Pradesh Irrigation Department. The Valves business
benefited from repeat project orders and higher MRO focus,
while the Building and Construction segment delivered
robust performance through supplies to major airports, urban
infrastructure and disaster management projects, supported
by growing adoption of smart firefighting and automation
solutions.

The Industry segment recorded strong growth led by steel,
chemicals, coal and mining sectors, with new customer
additions and increased adoption of energy-efficient and
special products. The Small Pump Business demonstrated
resilience amid macro challenges, supported by improved
execution, portfolio expansion and digitalisation. Customer
Service and Spares and the Engineered Services Division
maintained stable growth, driven by energy audits, retrofit
opportunities and strong service execution, reinforcing KBL’s
leadership across the lifecycle of pumping solutions.

Strategic Achievements and Technology
Leadership

During the year, the Company recorded significant milestones
reinforcing its leadership in engineering excellence, advanced
technology and strategic sectors:

• Kalpakkam Fast Breeder Reactor (PFBR): KBL
engineered and supplied Primary Heat Transport Pumps
and Secondary Heat Transport Pumps for the 500 MWe
Prototype Fast Breeder Reactor at Kalpakkam, which
attained criticality during the year. These pumps are
critical to reactor safety as the only rotating equipment
in the reactor island. KBL also supplied Concrete Volute
Circulating Water Pumps and firefighting systems,
marking a major contribution to India’s nuclear energy
programme and long-term energy security.

• Nuclear Capability Strengthening: The Advanced
Technology Product Development Centre (ATPD)
achieved ISO 19443 certification, demonstrating KBL’s
capability to meet stringent global nuclear standards
and reinforcing its leadership in nuclear-grade
manufacturing.

• Power Sector Growth - Concrete Volute Pumps: The
Company secured significant orders from Adani Power
for large concrete volute pumps used in cooling water
systems, showcasing its global capability in high-
capacity pumping solutions for energy infrastructure.

• Indigenisation and Atmanirbhar Bharat: KBL successfully
developed and supplied an indigenous pumping solution
for retail petroleum outlets, enabling import substitution
and contributing to India’s self-reliance in specialised
applications.

• Marine & Defence: The Company continued supporting
India’s defence programmes by supplying advanced
pumping systems for indigenous naval platforms such
as INS Udaygiri and INS Taragiri.

Digital and Smart Solutions

KBL strengthened its position in intelligent pumping systems
through innovative digital solutions:

• KirloSmart™ Nano: A compact, intelligent remote
monitoring platform enabling predictive maintenance,
performance optimisation and energy efficiency
improvements.

• KirloSmart™ Fire: A dedicated smart solution for
firefighting systems ensuring real-time monitoring,
reliability and regulatory compliance.

• Smart Skid Mounted Fire Pump Set: A factory-assembled
integrated firefighting solution designed to simplify
installation, reduce execution timelines and enhance
reliability.

Manufacturing Excellence and Infrastructure

The Company’s manufacturing operations across
Kirloskarvadi, Dewas, Kaniyur and Sanand delivered
consistent performance, supported by TPM deployment,

capacity expansion, product innovation and ESG-focused
practices.

• The Kirloskarvadi plant received the prestigious
TPM Excellence Award from the Japan Institute of
Plant Maintenance (JIPM), recognising world-class
manufacturing practices and a strong culture of
continuous improvement.

• The Hydraulic Research Centre at Kirloskarvadi achieved
NABL accreditation (ISO/IEC 17025:2017) along with
approval from the Hydraulic Institute, USA, establishing
it among globally recognised pump testing facilities.

• Karad Projects and Motors Limited (KPML), a wholly
owned subsidiary, earned the Platinum Rating under
the CII Green Co framework, highlighting excellence in
sustainable manufacturing practices including energy
efficiency, water conservation and environmental
stewardship.

The small and medium pump segment was impacted by the
implementation of the Foundry ERP at the Kirloskarvadi plant.
With stabilisation achieved, improved operational visibility
and efficiency are expected going forward.

International Operations

During FY 2025-26, the Company’s international operations
delivered resilient and balanced performance despite global
uncertainties. Overseas businesses benefited from strong
execution, disciplined cost management and a healthy order
book across segments.

SPP Pumps Ltd., the Company’s flagship international
subsidiary, maintained its leadership position in the UK
pump industry and was awarded the Pump Industry Awards
(UK) - Manufacturer of the Year for the fourth consecutive
year, reflecting consistent performance and engineering
excellence.

Corporate Social Responsibility (CSR)

KBL’s CSR initiatives remain aligned with Schedule VII of the
Companies Act, 2013 and the United Nations Sustainable
Development Goals (SDGs), focusing on education,
healthcare, skill development and biodiversity conservation.
Key initiatives include:

• Arogya Sakhi Programme: Impacted 23,498 beneficiaries
and supported 21 Anganwadi centres in Sangli, focusing
on maternal and child healthcare.

• Environmental Sustainability: Partnership with Aaranyak
to address wildlife protection and human-wildlife conflict,
contributing to improved conservation outcomes and
reduced casualties.

These initiatives reflect KBL’s commitment to responsible
growth and community development.

AWARDS AND RECOGNITION

During FY 2025-26, KBL received multiple national and
international recognitions for quality, operational excellence,
energy efficiency and sustainability.

A key highlight was the Openwell Submersible Pump KOSi
135 receiving the “Appliance of the Year” award at the National
Energy Conservation Awards 2025, presented by the Hon’ble
President of India.

There were no material changes or commitments to
report that affected the Company’s financial position that
occurred between the end of the Financial Year and the
date of this report.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for
the Financial Year 2025-26 and not to transfer any amount to
general reserve.

STATUTORY DISCLOSURES

1. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as
on March 31, 2026 was ' 158.82 Million comprising of
79,408,926 equity shares of ' 2/- each. The Company
does not have any shares with differential voting rights
or sweat equity.

2. ANNUAL RETURN

As per provisions of Section 92(3) read with
Section 134 of the Companies Act, 2013 (‘the Act’), the
Annual Return of the Company is placed on the website
of the Company athttps://www.kirloskarpumps.com/
investors/statutory-filings/annual_return/

3. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year under review, 6 (Six) Board
meetings were held, the details of which are appearing
in the Report on Corporate Governance.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of
Directors to the best of its knowledge and ability confirm
that:

(a) in preparation of the annual accounts, the applicable
accounting standards have been followed.

(b) t hey have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year
and of the profit of the Company for that period.

(c) t hey have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

(d) they have prepared the annual accounts on a going
concern basis.

(e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively.

(f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

5. INDEPENDENT DIRECTORS’ DECLARATION

All Independent Directors of the Company have given
declaration under Section 149(7) of the Act, that they
meet the criteria laid down in Section 149(6) of the Act.

6. DISCLOSURE REQUIRED UNDER SECTION
134(3)(e)

The Board has adopted a Board Diversity Policy which
sets the criterion for appointment as well as continuance
of Directors, at the time of re-appointment of a director
in the Company. As per the policy, the Board has an
optimum combination of members with appropriate
balance of skill, experience, background, gender and
other qualities as required by the directors for the
effective functioning of the Board.

The Nomination and Remuneration Committee
recommends remuneration of the Directors, subject
to overall limits set under the Act, as outlined in the
Remuneration Policy and other applicable statutes.
As per the policy, the Executive Directors are entitled
to a fixed salary, commission based on performance
evaluation and other non-monetary benefits. In case
of Non-Executive Directors, apart from receiving sitting
fees, they are entitled to commission on the basis of
criterion as per the policy.

The Remuneration Policy is available on the website of
the Company athttps://www.kirloskarpumps.com/wp-
content/uploads/2023/01/Remuneration-Policy.pdf. The
salient features of this policy are as follows:

• Philosophy: The Company strongly believes that
the system of Corporate Governance protects
the interest of all stakeholders by inculcating
transparent business operations and accountability
from management towards fulfilling the consistently
high standards of Corporate Governance in all
facets of the Company’s operations.

• Objective: Transparent process of determining
remuneration at the Board and Senior Management
level and appropriate balance between the
elements comprising the remuneration.

• Coverage: The policy covers remuneration to
Executive, Non-Executive Directors, Key Managerial
Personnel and Senior Management Personnel.

7. REPORT OF AUDITORS

During the Financial Year under review, there are no
qualifications, adverse remarks, or disclaimers made by

the Statutory Auditor on the financial statements of the
Company and by the Secretarial Auditors in his Secretarial
Audit Report, which is annexed herewith as Annexure V.
There are no cases of fraud detected and reported by the
Auditor under Section 143(12) during the Financial Year.

M/s. Sharp & Tannan Associates, Chartered Accountants
(Firm Registration No. 109983W) have been appointed as
Statutory Auditors of the Company for the second term
of 5 consecutive years by the shareholders with effect
from the conclusion of 102^nd Annual General Meeting till
the conclusion of 107^th Annual General Meeting.

M/s. Dinesh Birla & Associates (C.P. No. 13029 and Peer
Review No. 1668), Practicing Company Secretary have
been appointed as Secretarial Auditors of the Company
for a term of 5 consecutive years by the shareholders
with effect from the conclusion of 105^th Annual General
Meeting i.e. from the Financial Year 2025-26 till the
conclusion of 110^th Annual General Meeting i.e. till
Financial Year 2029-2030.

M/s. Harshad S. Deshpande & Associates,
(Firm Registration No. 00378) have been appointed as
the Cost Auditors, as per Section 148 of the Act, read
with applicable rules made thereunder, for the Financial
Year 2026-27. Their remuneration is subject to ratification
by the Members at the ensuing Annual General Meeting.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans, guarantees or investments under
Section 186 of the Act, are available under Note no.
5, 7, 32E and 33 of notes to accounts, attached to the
Standalone Financial Statements.

The full particulars are available in the Register
maintained under Section 186 of the Act, which is
available for inspection during business hours on all
working days (except Saturday and Sunday).

9. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The details of all contracts / arrangements / transactions
entered by the Company during the Financial Year
2025-26 with the related parties were in the ordinary
course of business and at arm’s length basis. There
are no transactions required to be disclosed in Form
AOC-2 (Annexure IV). During the Financial Year, the
Company has not entered into contracts / arrangements
/ transactions with the related parties which could be
considered material in accordance with the Company’s
‘Policy on Related Party Transactions’. The said policy is
available on the website of the Company.

Further, attention is drawn to Note no. 32 of the
Standalone Financial Statements of the Company for
details of related party transactions.

10. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Details of energy conservation, technology absorption,
research and development and foreign exchange
earnings and outgo as required under Section 134(3)(m)
of the Act, read with the applicable rules, are given as an
Annexure I to this Report.

11. RISK MANAGEMENT

The Risk Management Committee of the Company
meets at regular intervals and identifies the top risks
and prioritises those risks. Particulars of the Committee
and salient features of the Risk Management Policy
of the Company are given in the Report on Corporate
Governance. The Risk Management Policy, inter alia,
includes identification of major risks and also those
risks which in the opinion of the Board may threaten the
existence of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)
REPORT

The Company has a CSR Policy as per the requirements
of the Act and the same is available on the website of the
Company.

The key drivers of this policy are as follows:

• The Company believes that serving society is a
primary purpose.

• Perceivable improvement in attitude, culture and
values amongst employees and community.

• Conservation of natural resources and commitment
to Green Environment.

• Developing business processes which are
environmentally and socially sustainable.

The details of CSR Policy of the Company and the status
of implementation of CSR activities are covered in the
Corporate Social Responsibility Report in the required
format is given as Annexure II to this report.

13. BOARD EVALUATION

The Board has formulated a Board Evaluation Policy
for evaluation of individual Directors as well as the
entire Board and Committees thereof. The evaluation
framework is divided into parameters based on various
performance criteria. The evaluation process for the
Financial Year ended on March 31, 2026 has been
carried out.

As a part of the evaluation process, the Directors
submitted their feedback regarding the evaluation
of the Board, of its Committees and other individual
Directors of the Company for the Financial Year
2025-26, through an online platform. The performance
evaluation of the Non-Independent Directors and the
Board as a whole, was carried out by the Independent
Directors. The Performance evaluation of the Chairman
and the Managing Director was also carried out by
the Independent Directors, considering the views
of the Executive and Non-Executive Directors. The
performance evaluation of the Joint Managing Director
of the Company was carried out by the Independent
Directors. The results of the said evaluation were shared
with the Board, Chairman of the respective Committees
and individual directors. The results showed high level
of commitment and engagement of the Board and its
various committees.

In compliance with the requirements under Schedule IV
of the Act, read with Regulation 25(3) of the SEBI Listing
Regulations, 2015, a meeting of Independent Directors
was held on March 27, 2026 primarily to discuss the
matters mentioned under the said Schedule. The
feedback of the said meeting was shared with the Board
of the Company.

14. PERFORMANCE AND FINANCIAL POSITION
OF SUBSIDIARIES, ASSOCIATE AND JOINT
VENTURES

Following are the highlights of performance of
subsidiaries, associate and joint venture companies
and their contribution to the overall performance of the
Company during the period under review.

i. Kirloskar Brothers International B.V.

(consolidated)

The revenue for the year under review is
' 16,284 Million which is 6.70% more as compared
to the previous year. This constitutes 35.90% of
consolidated revenue of your Company.

ii. Karad Projects and Motors Limited

The revenue for the year under review is
' 6,872 Million which is 14.20% more as compared
to the previous year. This constitutes 15.10% of
consolidated revenue of your Company.

iii. Kirloskar Corrocoat Private Limited

The revenue for the year under review is
' 677 Million which is 12.60% more as compared
to the previous year. This constitutes 1.50% of
consolidated revenue of your Company.

iv. Kirloskar Ebara Pumps Limited (Joint Venture)

The revenue for the year under review is
' 2,788 Million which is 21.87% lower as compared
to the previous year.

The financial position of the subsidiaries and joint
venture companies is given in AOC-1, in this Integrated
Annual Report.

15. OTHER STATUTORY DISCLOSURES AS
REQUIRED UNDER RULE 8(5) OF THE
COMPANIES (ACCOUNTS) RULES, 2014

(i) Financial summary/highlights are included in the
Report.

(ii) There was no change in the nature of business
during the year under review.

(iii) Details of Directors are given in the Report of
Corporate Governance, forming part of this
Integrated Annual Report.

- Ms. Rama Kirloskar (DIN: 07474724) is liable
to retire by rotation at the ensuing Annual
General Meeting and being eligible offers
herself for re-appointment. Further, she was
re-appointed as Joint Managing Director of
the Company, with effect from August 03,
2026, for a period of 5 years i.e. upto August
02, 2031. The Board recommends her re¬
appointment at the ensuing Annual General
Meeting of the Company.

- Mr. M.S. Unnikrishnan (DIN: 01460245) ceased
to be independent director of the Company on
June 04, 2025, on completion of his term of
5 years. He was appointed as an Additional
Director in the category of Non-Executive and
Non-Independent Director with effect from
June 25, 2025. The said appointment was
approved by the Members at 105^th Annual
General Meeting held on August 01, 2025.

- Mr. Harsh Vardhan Shringla (DIN: 11203013)
was appointed as an Additional Director in the
category of Independent Director, for a term
of 5 years with effect from August 02, 2025.
The said appointment was approved by the
Members on September 10, 2025, through
postal ballot.

- Mr. Brij Bhushan Nagpal (DIN: 01853613) was
appointed as an Additional Director in the
category of Independent Director, for a term of
5 years with effect from November 03, 2025.
The said appointment was approved by the
Members on December 08, 2025, through
postal ballot.

- Details of the Key Managerial Personnel (KMP)
of the Company and changes therein during
the year under review, are as under:

Mr. Sanjay Kirloskar - Chairman and

Managing Director
(Re-appointed w.e.f.
November 19, 2025 till
March 21, 2027)

Mr. Devang Trivedi - Company Secretary

Mr. Bhavesh Chheda - Chief Financial Officer
(CFO) (w.e.f. May 14,
2025)

(iv) During the year under review, The Kolhapur Steel
Limited/TKSL, stands dissolved and ceased to be a
step down wholly owned unlisted subsidiary of the
Company (i.e. wholly owned subsidiary of Karad
Projects and Motors Limited/KPML), with effect
from December 05, 2025 and amalgamated with
KPML, a material wholly owned unlisted subsidiary
of the Company, pursuant to an Order dated

November 03, 2025, passed by the Hon’ble National
Company Law Tribunal, Mumbai Bench (NCLT)
approving the Scheme of Amalgamation between
TKSL, KPML and their respective shareholders
as per the provisions of Section 230 to 232 of the
Companies Act, 2013.

Material Subsidiaries

Regulation 16 of the SEBI Listing Regulations,
2015 defines a ‘material subsidiary’ to mean a
subsidiary, whose income or net worth exceeds ten
percent of the consolidated income or net worth
respectively, of the listed entity and its subsidiaries
in the immediately preceding accounting year.
Under this definition, Karad Projects & Motors
Limited, Karad, Maharashtra (‘KPML’), incorporated
on April 02, 2001, an Unlisted Indian Subsidiary and
SPP Pumps Limited (‘SPP’), UK, incorporated on
July 21, 2003, an Unlisted Foreign Subsidiary, are
material subsidiaries of the Company.

The subsidiaries of the Company function
independently, under the supervision and control
of the Board of Directors of respective companies.
The minutes of Board Meetings of subsidiaries
of the Company are placed before the Board of
Directors of the Company for their review, at every
quarterly meeting.

In addition to the above, Regulation 24 of the SEBI
Listing Regulations, 2015 requires that at least one
Independent Director on the Board of Directors of
the listed entity shall be a Director on the Board
of Directors of an unlisted material subsidiary,
whether incorporated in India or not. For this
provision, material subsidiary means a subsidiary,
whose income or net worth exceeds twenty
percent of the consolidated income or net worth
respectively, of the listed entity and its subsidiaries
in the immediately preceding accounting year.
However, there is no such subsidiary which falls
under this definition of unlisted material subsidiary
for the financial year ended March 31, 2026.

M/s. Sharp & Tannan Associates, Chartered
Accountants, Mumbai, are the statutory auditors of
KPML. Saffery LLP, Chartered Accountants, UK, are
the statutory auditors of SPP.

The other requirements as prescribed under
Regulation 24 of the SEBI Listing Regulations, 2015
for Subsidiary Companies have been complied with.
Secretarial Audit of Material Unlisted Indian
Subsidiary

KPML, a material subsidiary of the Company carried
out Secretarial Audit for the Financial Year 2025-26
pursuant to Section 204 of the Act and Regulation
24A of the SEBI Listing Regulations, 2015. The
Secretarial Audit Report of KPML submitted by
Mr. Abhijit Dakhawe, Practicing Company Secretary,
is attached as Annexure VI to this Report, and it

does not contain any qualification, reservation or
adverse remark or disclaimer.

(v) Details relating to Deposits:

The Company has neither accepted nor renewed
matured deposits since January 2003 and there
were no deposits accepted by the Company as
covered under Chapter V of the Act read with Rules
made thereunder.

(vi) The details of Deposit which are not in compliance
with the requirement of the Chapter V of the Act - NA.

(vii) No significant and material orders were passed by
the regulators or court or tribunals impacting the
going concern status and Company’s operations in
future.

(viii) Details in respect of adequacy of internal
financial controls with reference to the financial
statements:

The Company has adequate internal financial
control systems in place. The control systems are
regularly reviewed by the external auditors and their
reports are presented to the Audit Committee.

The Company has an Internal Audit Charter
specifying mission, scope of work, independence,
accountability, responsibility and authority of
Internal Audit Department. The internal audit reports
are placed before the Audit Committee meeting
along with management response.

(ix) Your Company is required to maintain the cost
records as required under Section 148(1) of the Act
and accordingly, such accounts and records are
maintained by the Company for the Financial Year
ended on March 31, 2026 .

(x) The details of application made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with
their status as at the end of the Financial Year - Nil.

(xi) The details of the difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reason thereof-Nil

(xii) Other disclosures required under the Companies
Act, 2013 as may be applicable:

• Composition of the Audit Committee has been
disclosed in Corporate Governance Report. All
the recommendations of the Audit Committee
were accepted by the Board.

• Establishment of Vigil Mechanism: The
Company has already in place a ‘Whistle
Blower Policy’ as a Vigil Mechanism since
2008. The details of which are reported in
Corporate Governance Report.

• Disclosure as required under Section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is given as
Annexure III. Details of employees required
pursuant to Rule 5(2) of the said rules, will be
provided on request, by the Company Secretary.

(xiii) Other Disclosure:

- The Company has filed a suit against Kirloskar
Proprietary Limited (KPL) relating to the use,
assignment and ownership of the trademark
“Kirloskar”. The Company has made
appropriate pleadings in the said Suit as
advised by the Legal Advisors of KBL and has
inter-alia, challenged the unlawful termination
and sought declaration, injunction and other
appropriate relief/s. KPL subsequently has
withdrawn the termination letters with effect
from March 03, 2020.

- The Company has, without prejudice to its rights
and contentions, including those in the pending
proceedings, in compliance with the directions
of the Order dated 05.12.2023 of the Hon’ble
Commercial Court, Pune, deposited the claimed
Royalty amount with the Court from the quarter
ended October 2018 onwards until 1^st quarter
of FY 2025-26. Pending dispute, the Hon’ble
Commercial Court, has directed its treasury to
invest the said deposited royalty amount in a
Nationalised bank for a fixed term of three years.

- I n July 2024, KPL once again communicated
its intent to terminate the Trademark License/
User Agreement vide its communication dated
July 11, 2024. Being aggrieved by the same,
KBL had filed an Interim Application in the Suit
inter alia challenging such communication.
The Hon’ble Pune District Court, vide its
Order dated January 09, 2025, was pleased
to allow KBL’s Interim Application and stayed
the effect and operation of the termination
letter dated July 11, 2024. The Hon’ble Court
further restrained KPL from taking any steps
to terminate the Trademark License/User
Agreements, pending the hearing and final
disposal of the above Suit.

- KPL filed Appeal on February 09, 2025
before Hon’ble Bombay High Court
(BHC) challenging the said Order dated
January 09, 2025.

- On July 25, 2025, BHC has passed an Order
granting stay on interim stay Order passed by
Pune Court with regard to ‘Clause F’ which
states that ‘KPL is restrained from creating
third party interest including granting of
license to any third party as Registered User’.

- Therein, KBL has filed Clarification Application
before Bombay High Court, which on
October 10, 2025 allowed the said application
and modified the Order dated July 25, 2025
stating that as per ‘Para 22’ ‘KPL is restrained

from licensing or assigning the marks to
other Kirloskar group of companies for use
in respect of similar / overlapping business of
Kirloskar Brothers’.

- Thereafter, KPL filed Special Leave Petition on
October 14, 2025 before the Supreme Court
challenging the Order dated July 25, 2025 of
BHC and Order dated October 10, 2025.

- On January 09, 2026, the Supreme Court
disposed of the SLP making interim
stay granted on October 17, 2025 to the
effect and operation of the Order dated
October 10, 2025, as absolute and further
requesting the Bombay High Court to ensure
that the appeal is disposed of expeditiously
within a period of three months from the date
a copy of the order is placed before it.

- In terms of requirement under Regulation
30A(2) of the SEBI Listing Regulations, 2015,
details of the agreements, are available on
the website of the Company athttps://www.
kirloskarpumps.com/investors/statutory-
filings/regulation_30a_disclosures/.

16. CASH FLOW

Cash flow statement for the Financial Year ended on
March 31, 2026 forms part of the Financial Statements
attached to this report.

17. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating efficiently.

SAFETY, HEALTH AND ENVIRONMENT

Safety and Health

• All manufacturing plants of the Company are
ISO 45001:2018 certified (Occupational Health and
Safety Management System Standard). The Company
strives to maintain a safe working environment through
regular audits that help identify and monitor health and
safety-related incidents. Periodic fire drills and mock
drills are conducted to test preparedness, while targeted
safety training programmes sensitise employees and
workers to precautionary measures.

• Reporting of unsafe acts, unsafe conditions and
near-miss incidents, prevents future accidents. It
does not only foster a culture of safety but increases
accountability among employees. Reporting of these
safety opportunities helps the organisation to identify
areas where improvements can be made and create a
safer work environment for employees. 6 per staff safety
opportunities (unsafe conditions etc.) were reported in
the year 2025-26.

• Corrective and Preventive Actions (CAPA) are crucial for
accident prevention by addressing existing problems
and proactively mitigating future risks. Corrective
actions, taken after an incident, focus on fixing the
immediate issue and preventing it from re-occurring,
while preventive actions aim to eliminate the root cause
of potential problems before they escalate and potentially
lead to accidents. The Company has complied with
more than 90% of CAPA in the year 2025-26.

• The Company has reviewed internal audit check sheet
and made it more comprehensive and going beyond the
requirements mentioned in IS14489. All manufacturing
plants of the Company are audited by cross plant safety
auditors. Major findings were communicated as non¬
compliances and minor findings were communicated as
area for improvement.

• Employees with the knowledge and skills to identify
hazards, implement safety procedures and handle
emergencies effectively, ultimately fostering a safer
workplace. The Company has provided more than 4.2-
man hours safety training per employee in the year
2025-26.

• Behaviour-Based Safety (BBS) proactively addresses
the human element in workplace safety, reducing
unsafe behaviour by correcting it and reinforcing safe
practices. By focusing on what people do, not just
what’s wrong, BBS fosters a safer and more engaged
workforce resulting improved safety culture. More
than 7500 BBS checks were carried out in the year
2025-26, which then analysed and used to improve
safety at workplace.

• No major accident has occurred during the Year
2025-26. However, there was 1 reportable incident.
Efforts taken by all employees resulted into improvement
of safety culture.

• The target is not only to have zero reportable accidents,
but also to have zero injury. Small injuries are the
indication of safety performance. Control over small
injuries leads to less chance of any big injury. There is
67% reduction in first aid injuries in the year 2025-26 as
compared to year 2024-25.

• The Company follows a systematic Hazard Identification
and Risk Assessment (HIRA) approach to identify and
evaluate work-related hazards. Trained professionals
conduct regular audits, and appropriate safety measures
are implemented to ensure safe execution of operations.
Employees and workers are encouraged to proactively
report near-miss incidents through safety committees
and established reporting channels.

• I n line with ISO 45001:2018 framework, the Company
has developed clear procedures to report and manage
hazards. The Safety Yellow Tag System enables shop-
floor workers to flag safety concerns promptly, while the
Safety Committee provides a formal platform to escalate
issues to management. Employees are empowered to
stop work in the event of any immediate risk to health
or safety.

Environment and Energy

Kirloskar Brothers Limited (KBL) integrates sustainability at
the core of its business strategy, embedding environmental,
social, and economic considerations across all aspects of its
operations.

Guided by a comprehensive Sustainability Policy and aligned
with Sustainability Vision and Mission, the Company is
committed to achieving excellence in sustainable performance
through responsible resource utilisation, reduction of carbon
emissions, development of environmentally efficient products,
promotion of renewable energy, conservation of biodiversity,
and active stakeholder engagement.

KBL’s approach reflects its belief in sustainable development¬
meeting present needs without compromising future
generations-while supporting national priorities such as Make
in India and Swachh Bharat Mission.

As a pioneer in green infrastructure, KBL established
Pune’s first LEED Platinum-certified building and continues
to strengthen its sustainability performance through
initiatives such as GreenCo-certified plants, Zero Waste to
Landfill certifications, focused water conservation projects,
biodiversity assessments, implementation of Zero Liquid
Discharge (ZLD) systems, and the development of GreenPro-
certified products. These initiatives collectively contribute
to minimising environmental impact while enabling the
Company to assess and reduce greenhouse gas (GHG)
emissions across its manufacturing processes.

KBL has made significant progress in advancing its energy
transition and climate action agenda by increasing the share
of renewable energy and improving operational efficiency.
KBL has implemented 13.5 MW of open access solar power,
complemented by rooftop solar of 4.4 MW and an additional
4 MW Wind Power across its facilities. This integrated
approach to renewable energy sourcing has enabled KBL to
increase its overall renewable energy share to approximately
35% of its total energy consumption.

KBL operates under a robust Integrated Management
System (IMS), certified to ISO 9001, ISO 14001, ISO 45001,
and ISO 50001 standards, ensuring excellence in quality,
environmental management, occupational health and safety,
and energy efficiency. Recognising climate change as a
critical global challenge, the Company has adopted the GHG
Protocol to systematically measure, monitor, and manage its
emissions and has implemented a comprehensive Climate
Change Policy aligned with international frameworks such as
the Paris Agreement.

As part of its long-term climate commitments, KBL has
established clear targets to reduce its carbon footprint,
energy consumption, and waste generation, while aiming
to achieve Operational Net Zero by 2040 and Overall Net
Zero by 2047 - well ahead of India’s national Net Zero target
of 2070.

KBL plays a vital role in supporting India’s rapidly evolving
infrastructure and energy landscape by delivering innovative,
energy-efficient solutions across irrigation, power, defence,

and public utilities. Sustainability is embedded throughout
the product lifecycle, from design and manufacturing to
usage and end-of-life management.

The Company has implemented Life Cycle Assessment (LCA)
methodologies across a significant portion of its GreenPro-
certified products to evaluate environmental impacts and
identify opportunities for improvement. With 12 GreenPro-
certified products and 5 GreenCo-certified plants, KBL
demonstrates strong leadership in green manufacturing and
sustainable product innovation, ensuring that its offerings
meet evolving regulatory requirements and customer
expectations for environmentally responsible solutions.

Beyond its direct operations, KBL extends its sustainability
commitment across its value chain by encouraging suppliers,
partners, and stakeholders to adopt environmentally and
socially responsible practices. The Company focuses on
strengthening ethical governance, ensuring employee health,
safety, and well-being, promoting diversity and inclusion, and
contributing to community development.

Biodiversity conservation initiatives and environmental
protection measures are integrated into site-level operations,
ensuring the preservation and enhancement of local
ecosystems and reinforcing long-term ecological balance.

KBL’s sustained commitment to sustainability and responsible
manufacturing has been widely recognised through
prestigious national and international accolades, including
Golden Peacock Awards for Environment and Sustainability
from Institute of Directors, along with certifications such as
GreenCo, GreenPro, and Zero Waste to Landfill from CII.

As the Company continues to expand into high-growth
sectors such as nuclear power, desalination, and wastewater
management, it is building a resilient and diversified portfolio
aligned with global priorities of clean energy, water security,
and environmental protection. Guided by the vision of Shri.
Laxmanrao Kirloskar, KBL remains steadfast in its commitment
to innovation, sustainability, and advancing India’s industrial
self-reliance, while creating long-term value for stakeholders
and contributing to a sustainable future.

REPORTS ON MANAGEMENT

DISCUSSION AND ANALYSIS, CORPORATE
GOVERNANCE

Pursuant to the SEBI Listing Regulations 2015, Management
Discussion and Analysis Report, Report on Corporate
Governance, Auditor’s Certificate on Corporate Governance,
Certificate pursuant to Schedule V read with Regulation 34(3)
and the declaration by the Chairman and Managing Director
regarding affirmations for compliance with the Company’s
Code of Conduct are annexed to this report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company has been reporting its sustainability
performance for the past 16 years. Further, the Company
started presenting Integrated Annual Report since
2018-19. The Annual Report for the Financial Year
2025-26 is the 8^th Integrated Annual Report of the Company.
Pursuant to the provisions of Regulation 34(2)(f) of the
SEBI Listing Regulations, 2015, the Business Responsibility
and Sustainability Report for the Financial Year 2025-26 is
annexed to this report.

DISCLOSURE UNDER THE “SEXUAL
HARASSMENT OFWOMEN ATWORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013”

Your Company has complied with the provisions relating
to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Rules, 2013. For the Financial
Year ended on March 31 2026 it is reported as under-

COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

The Company has complied with all the applicable provisions
of the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for
the support and co-operation extended by the banks and
financial institutions. Your Directors would also like to record
their appreciation for the persistent efforts by the employees
of the Company and wish to express their gratitude to the
Members for their continued trust and support.

For and on behalf of the Board of Directors,

Sanjay C. Kirloskar

Chairman & Managing Director
Pune: May 13, 2026 DIN: 00007885