Integrated Filing-Governance



General information about company

Scrip Code 500243
NSE Symbol KIRLOSIND
MSEI Symbol -
ISIN INE250A01039
Name of the entity Kirloskar Industries Limited
Date of start of financial year 01-Apr-2025
Date of end of financial year 31-Mar-2026
Reporting Quarter Yearly
Date of Quarter Ending 31-Mar-2026
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity Not Applicable
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? Yes
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity Not Applicable
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 1000 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID k00148
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory Note No. 1 - The Members of the Company, in their meeting held on 09 August 2022, had approved the re-appointment of Mr. D. Sivanandhan (DIN: 03607203), as an Independent Director of the Company, for a second term with effect from 11 May 2022, up to his attaining the age of 75 years, i.e., up to 02 February 2026. Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. D. Sivanandhan (DIN: 03607203), Independent Director of the Company, has ceased to be a Director of the Company and member of the Committee(s), as applicable, on completion of his tenure with effect from 3 February 2026. Accordingly, the number of directorships in listed entities, and the number of memberships and posts of Chairpersons in Audit/ Stakeholder Committee, including the Company, are shown as on 2 February 2026. Further, as the tenure of Mr. D. Sivanandhan, as an Independent Director, completed on his attaining the age of 75 years, the Company was not required to obtain approval of the members by way of Special Resolution, pursuant to Regulation 17(1A) of the SEBI LODR. Note No. 2 - Mr. Ashit Parekh (DIN: 00821577), vide his letter dated 13 February 2026, tendered his resignation as Director in the capacity of Independent Director of Kirloskar Industries Limited (the Company), with effect from the close of business hours on 13 February 2026, due to his pre-occupations. Accordingly, the number of directorships in listed entities, and the number of memberships and posts of Chairpersons in Audit/ Stakeholder Committee, including the Company, are shown as on 13 February 2026.
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Atul Chandrakant Kirloskar 00007387 Non-Executive - Non Independent Director Chairperson related to Promoter 13-Feb-1956 No Active NA 01-Mar-1996 3 0 0 0
2 Mr. George Verghese 11068946 Executive Director Not Applicable MD 15-Aug-1981 No Active NA 20-May-2025 10 1 0 0 0
3 Ms. Aditi Vishwanath Chirmule 01138984 Executive Director Not Applicable 11-Aug-1966 No Active NA 25-Jan-2012 25-Jan-2022 170 1 0 1 0
4 Mr. Anil Narayan Alawani 00036153 Non-Executive - Non Independent Director Not Applicable 24-Aug-1945 No Active Yes 27-Aug-2020 21-Jan-2009 1 0 2 1
5 Mr. Vinesh Kumar Jairath 00391684 Non-Executive - Non Independent Director Not Applicable 27-Dec-1958 No Active NA 04-Jul-2017 3 1 5 2
6 Mr. Rahul Chandrakant Kirloskar 00007319 Non-Executive - Non Independent Director Not Applicable 07-Jul-1963 No Active NA 14-Nov-2025 4 0 3 1
7 Mr. Sivanandhan Dhanushkodi 03607203 Non-Executive - Independent Director Not Applicable 03-Feb-1951 No Active No 11-May-2017 11-May-2022 03-Feb-2026 104 2 2 3 0 Tenure Completion
8 Mr. Ashit Ashok Parekh 00821577 Non-Executive - Independent Director Not Applicable 05-Jun-1959 No Active NA 04-Jul-2017 04-Jul-2022 14-Feb-2026 102 1 1 0 0 Others
9 Mr. Satish Jamdar 00036653 Non-Executive - Independent Director Not Applicable 09-May-1952 No Active NA 17-May-2018 17-May-2023 94 2 2 3 2
10 Mr. Vijaydipak Mukundprasad Varma 00011352 Non-Executive - Independent Director Not Applicable 05-Oct-1951 No Active NA 15-Oct-2021 53 2 2 4 0
11 Ms. Purvi Sheth 06449636 Non-Executive - Independent Director Not Applicable 31-May-1972 No Active NA 26-May-2022 46 5 5 1 0
12 Ms. Pallavi Pratap Gokhale 00036369 Non-Executive - Independent Director Not Applicable 22-Oct-1971 No Active NA 01-Jul-2025 9 3 2 3 0
13 Mr. Sumit Mitra 07189815 Non-Executive - Independent Director Not Applicable 24-Nov-1972 No Active NA 14-Nov-2025 4 1 1 0 0
14 Mr. Sathyamoorthy Venkataramani 00229998 Non-Executive - Independent Director Not Applicable 01-Feb-1962 No Active NA 14-Nov-2025 4 2 2 2 1



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory The Members of the Company, in their meeting held on 09 August 2022, had approved the re-appointment of Mr. D. Sivanandhan (DIN: 03607203), as an Independent Director of the Company, for a second term with effect from 11 May 2022, up to his attaining the age of 75 years, i.e., up to 02 February 2026. Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. D. Sivanandhan (DIN: 03607203), Independent Director of the Company, has ceased to be a Director of the Company and member of the Audit Committee, as applicable, on completion of his tenure with effect from 3 February 2026..



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00036653 Satish Jamdar Non-Executive - Independent Director Chairperson 14-Jun-2018
2 03607203 Sivanandhan Dhanushkodi Non-Executive - Independent Director Member 11-May-2017 03-Feb-2026 Textual Information(1)
3 00011352 Vijaydipak Mukundprasad Varma Non-Executive - Independent Director Member 30-Oct-2021
4 00036153 Anil Narayan Alawani Non-Executive - Non Independent Director Member 30-Mar-2010
5 00391684 Vinesh Kumar Jairath Non-Executive - Non Independent Director Member 04-Jul-2017
6 00036369 Pallavi Pratap Gokhale Non-Executive - Independent Director Member 12-Aug-2025
7 00229998 Sathyamoorthy Venkataramani Non-Executive - Independent Director Member 14-Nov-2025



Text Block
Textual Information(1) The Members of the Company, in their meeting held on 09 August 2022, had approved the re-appointment of Mr. D. Sivanandhan (DIN: 03607203), as an Independent Director of the Company, for a second term with effect from 11 May 2022, up to his attaining the age of 75 years, i.e., up to 02 February 2026. Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. D. Sivanandhan (DIN: 03607203), Independent Director of the Company, has ceased to be a Director of the Company and member of the Audit Committee, as applicable, on completion of his tenure with effect from 3 February 2026.



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00036653 Satish Jamdar Non-Executive - Independent Director Chairperson 14-Jun-2018 Textual Information(1)
2 03607203 Sivanandhan Dhanushkodi Non-Executive - Independent Director Member 30-Oct-2021 03-Feb-2026 Textual Information(2)
3 00036153 Anil Narayan Alawani Non-Executive - Non Independent Director Member 15-May-2014
4 06449636 Purvi Sheth Non-Executive - Independent Director Member 14-Nov-2025
5 07189815 Sumit Mitra Non-Executive - Independent Director Member 14-Nov-2025

Text Block
Textual Information(1) The Board of Directors of the Company, in its meeting held on 14 November 2025, reconstituted the Committee by appointing Mr. Satish Jamdar as the Chairman of the Committee and Ms. Purvi Sheth and Mr. Sumit Mitra, as members of the Committee. Accordingly, the constitution of the Committee was as follows: 1. Mr. Satish Jamdar, Chairman; 2. Mr. D. Sivanandhan; 3. Mr. Anil Alawani; 4. Ms. Purvi Sheth and 5. Mr. Sumit Mitra.
Textual Information(2) The Members of the Company, in their meeting held on 09 August 2022, had approved the re-appointment of Mr. D. Sivanandhan (DIN: 03607203), as an Independent Director of the Company, for a second term with effect from 11 May 2022, up to his attaining the age of 75 years, i.e., up to 02 February 2026. Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. D. Sivanandhan (DIN: 03607203), Independent Director of the Company, has ceased to be a Director of the Company and member of the Nomination and Remuneration Committee, as applicable, on completion of his tenure with effect from 3 February 2026.






Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00036153 Anil Narayan Alawani Non-Executive - Non Independent Director Chairperson 30-Mar-2010
2 01138984 Aditi Vishwanath Chirmule Executive Director Member 25-Jan-2012
3 00011352 Vijaydipak Mukundprasad Varma Non-Executive - Independent Director Member 30-Oct-2021



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00036653 Satish Jamdar ID Chairperson 22-Jan-2019
2 00821577 Ashit Ashok Parekh ID Member 22-Jan-2019 13-Feb-2026 Textual Information(1)
3 00391684 Vinesh Kumar Jairath NED Member 05-Feb-2021
4 01138984 Aditi Vishwanath Chirmule ED Member 10-Feb-2025
5 11068946 George Verghese ED Member 12-Aug-2025
6 00036369 Pallavi Pratap Gokhale ID Member 14-Nov-2025



Text Block
Textual Information(1) Mr. Ashit Parekh (DIN: 00821577), vide his letter dated 13 February 2026, tendered his resignation as Director in the capacity of Independent Director of Kirloskar Industries Limited (the Company), with effect from the close of business hours on 13 February 2026, due to his pre-occupations. Consequently, he also ceased to be a member of the Risk Management Committee of the Company.



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 14-Nov-2025 Yes 14 13 7
2 13-Feb-2026 90 Yes 13 12 6
3 11-Mar-2026 25 Yes 12 12 6



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 14-Nov-2025 Yes 6 6 4 0
2 Audit Committee 13-Feb-2026 90 Yes 6 5 3 0
3 Audit Committee 11-Mar-2026 25 Yes 6 6 4 0
4 Risk Management Committee 14-Nov-2025 Yes 5 5 2 0
5 Risk Management Committee 13-Feb-2026 90 Yes 6 6 3 0
6 Nomination and remuneration committee 14-Nov-2025 Yes 3 3 2 0
7 Stakeholders Relationship Committee 14-Nov-2025 Yes 3 3 1 0
8 Stakeholders Relationship Committee 24-Dec-2025 39 Yes 3 2 1 0



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory Ashwini Mali
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event Not Applicable
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of LODR Regulation
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1.1 Details of business Yes www.kirloskarindustries.com
1.2 Memorandum of Association and Articles of Association Yes www.kirloskarindustries.com
1.3 Brief profile of board of directors including directorship and full time positions in body corporates Yes www.kirloskarindustries.com
2 Terms and conditions of appointment of independent directors Yes www.kirloskarindustries.com
3 Composition of various committees of board of directors Yes www.kirloskarindustries.com
4 Code of conduct of board of directors and senior management personnel Yes www.kirloskarindustries.com
5 Details of establishment of vigil mechanism or whistle blower policy Yes www.kirloskarindustries.com
6 Criteria of making payments to non-executive directors Yes www.kirloskarindustries.com
7 Policy on dealing with related party transactions Yes www.kirloskarindustries.com
8 Policy for determining material subsidiaries Yes www.kirloskarindustries.com
9 Details of familiarization programmes imparted to independent directors Yes www.kirloskarindustries.com
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes www.kirloskarindustries.com
11 Email address for grievance redressal and other relevant details Yes www.kirloskarindustries.com
12 Financial results Yes www.kirloskarindustries.com
13 Shareholding pattern Yes www.kirloskarindustries.com
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet Yes www.kirloskarindustries.com
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls NA
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes www.kirloskarindustries.com
18 Credit rating or revision in credit rating obtained NA
19 Separate audited financial statements of each subsidiary of the listed entity Yes www.kirloskarindustries.com
20 Secretarial compliance report Yes www.kirloskarindustries.com
21 Materiality policy as per regulation 30 (4) Yes www.kirloskarindustries.com
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes www.kirloskarindustries.com
23 Disclosures under regulation 30(8) Yes www.kirloskarindustries.com
24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA
25 Dividend distribution policy as specified in regulation 43A (1) Yes www.kirloskarindustries.com
26.1 Annual return as provided under section 92 of the Companies Act 2013 Yes www.kirloskarindustries.com
26.2 Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes www.kirloskarindustries.com
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes www.kirloskarindustries.com
29 Disclosure of notes on website in terms of Listing Regulations explanatory Point No. 6: Criteria for making payment to Non-Executive Directors - It is complied with in the Annual Report for the Financial Year 2024-2025, as per the provisions of the Listing Regulations. It will be complied with in the Annual Report for the Financial Year 2025-2026, as per the provisions of the Listing Regulations.


Text Block
Textual Information(1) Point No. 6: Criteria for making payment to Non-Executive Directors - It is complied with in the Annual Report for the Financial Year 2024-2025, as per the provisions of the Listing Regulations. It will be complied with in the Annual Report for the Financial Year 2025-2026, as per the provisions of the Listing Regulations.



Annexure II
II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) Yes
2 Board Composition 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) Yes
3 Meeting Of Board Of Directors 17(2) Yes
4 Quorum of board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
18 Composition of nomination & remuneration committee 19(1) & (2) Yes
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
20 Meeting of Nomination and Remuneration Committee 19(3A) Yes
21 Role of Nomination and Remuneration Committee 19(4) Yes
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) Yes
23 Meeting of Stakeholders Relationship Committee 20(3A) Yes
24 Role of Stakeholders Relationship Committee 20(4) Yes
25 Composition and role of risk management committee 21(1),(2),(3),(4) Yes
26 Meeting of Risk Management Committee 21(3A) Yes
27 Quorum of Risk Management Committee meeting 21(3B) Yes
28 Gap between the meetings of the Risk Management Committee 21(3C) Yes
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5), (6), & (8) Yes
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
32 Approval for material related party transactions 23(4) NA
33 Disclosure of related party transactions on consolidated basis 23(9) Yes
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) Yes
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) Yes
39 Meeting of independent directors 25(3) & (4) Yes
40 Familiarization of independent directors 25(7) Yes
41 Declaration from Independent Director 25(8) & (9) Yes
42 Directors and Officers insurance 25(10) Yes
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) NA
44 Memberships in Committees 26(1) Yes
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
46 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
47 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) NA
48 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) Yes
Any other information to be provided - Add Notes Textual Information(1)



Text Block
Textual Information(1) Point No. 8: Not Applicable for the Financial Year 2025-2026. Point No. 10: Compliance certificate under Regulation 17(8) of the Listing Regulations - It is complied with in the Annual Report for the Financial Year 2024-2025. It will be complied with in the Annual Report for the Financial Year 2025-2026. Point No. 12: Performance evaluation of Independent Directors under Regulation 17(10) of the Listing Regulations - It is complied with for the Financial Year 2024-2025. It will be complied with at the ensuing Board Meeting for the Financial Year 2025-2026. Point No. 13: Statement to be annexed to the notice under Regulation 17(11) of the Listing Regulations - It is complied with in the AGM Notice for the Financial Year 2024-2025. It will be complied with in the AGM Notice for the Financial Year 2025-2026. Point No. 30: Provision under Regulation 23(1A) - Not applicable. Provision under Regulation 23(8) - Not applicable. Point No. 32: Related Party Transactions under Regulation 23(4) - Not applicable. Point No. 33: Disclosure of related party transactions on a consolidated basis under Regulation 23(9) for the half year ended 31 March 2026 will be filed on the date of publication of standalone and consolidated financial results for the quarter ended 31 March 2026. Point No. 35: Other Corporate Governance requirements with respect to a subsidiary of a listed entity - Regulation 24(5) and 24(6) of the Listing Regulations will be complied with as and when applicable. Point No. 41: Declaration from Independent Director under Regulation 25(8) and 25(9) of the Listing Regulations - It is complied with for the Financial Year 2025-2026. Point No. 45: Affirmation with compliance to code of conduct from members of the Board of Directors and Senior Management Personnel under Regulation 26(3) of the Listing Regulations - It is complied with in the Annual Report for the Financial Year 2024-2025. It will be complied with in the Annual Report for the Financial Year 2025-2026. Point No. 46: Policy with respect to obligations of Directors and Senior management under Regulation 26(5) - It is complied with in the Annual Report for the Financial Year 2024-2025. It will be complied with in the Annual Report for the Financial Year 2025-2026. Point No. 48 - During the Financial Year 2025-2026, the Board of Directors, in its meeting held on 20 May 2025, appointed Mr. George Verghese as the Managing Director. The Board of Directors, in its meeting held on 14 November 2025, appointed Mr. Bharathan Gopalakrishnan as the Chief Financial Officer.



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided



Annexure II
1 Name of signatory Ashwini Mali
2 Designation Company Secretary and Compliance Officer



Additional Half yearly Disclosure
Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus")
Name
Designation
Place
Date



Signatory Details
Name of signatory Ashwini Mali
Designation of person Company Secretary and Compliance Officer
Place Pune
Date 28-Apr-2026


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 3
No. of investor complaints disposed off during the Quarter 3
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty NSE has favourably considered the request of the Company for waiver of the fine, vide its letter dated 10 April 2026
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1 National Stock Exchange of India Limited Notice received from the National Stock Exchange of India Limited (NSE), levying a fine of Rs.2,360/- for the delay of one day in submission of the Shareholding Pattern for the quarter ended 31 December 2025 under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 13-Feb-2026 Considering the Single Filing System mechanism, the Company submitted the Shareholding Pattern for the quarter ended 31 December 2025 to BSE Limited on 20 January 2026 through the BSE Listing Centre, well within the prescribed due date of 21 January 2026. On 22 January 2026, the Company received an email from the Listing Compliance Department of the NSE stating that the Shareholding Pattern Report for the relevant quarter had not been submitted. Immediately upon receipt of this communication, the Company filed the Shareholding Pattern to NSE through the NEAPS portal on 22 January 2026 and informed the Listing Compliance Department of NSE that the Company was under a bona fide belief that the Single Filing System mechanism was applicable. We do not see a material impact on the financials, operations or the other activities of the Company. NSE has favourably considered the request of the Company for waiver of the fine, vide its letter dated 10 April 2026.


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute
1 Deputy Commissioner of State Tax (GST) 25-Dec-2024 Intimation under section 73(5) of CGST Act-The Company has received follow up notice on 23/09/2025.In response. The Company has submitted the relevant data and provided clarifications on 22/10/2025 to reconcile the differences in the declarations. During this quarter there is no further update.At this stage we do not see material impact on the financials, operations or other activities of the Company on account of said penalty
2 Deputy Commissioner of State Tax (GST) 24-Dec-2024 Intimation under section 61 of CGST Act-The Company has submitted the relevant data and provided clarifications on 16/01/2025 to reconcile the differences in the declarations. During this quarter there is no any further update.At this stage we do not see material impact on the financials, operations or other activities of the Company on account of said penalty
3 Assessment Unit Income Tax Department 25-Mar-2026 The Company had received Order dated 25 March 2026, under Section 270A of the Income Tax Act, 1961 (“the Act”), imposing a penalty.The order pertains to the penalty levied under Section 270A of the Act, on account of the disallowance of certain expenses for the Assessment Year 2018-2019. At this stage we do not see material impact on the financials, operations or other activities of the Company on account of said penalty.The company has filed an Appeal with Commissioner of Income Tax dated 15/04/2026 and stay application with Jurisdictional AO dated 17/04/2026