|
TO THE MEMBERS
Your Directors present the 106th 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:
( Million)
|
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| Revenue from operations |
28,281 |
29,014 |
| Other income |
474 |
408 |
| Total |
28,755 |
29,422 |
| Profit before tax |
3,232 |
3,473 |
| Tax expense |
842 |
852 |
| Profit for the period |
2,390 |
2,621 |
| Other comprehensive income |
26 |
(41) |
| Surplus in Profit & Loss |
10,260 |
8,157 |
| Account brought forward from previous year |
|
|
| Dividend |
(556) |
(476) |
| Available surplus |
12,120 |
10,261 |
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 at https://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 202526, 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 202526, 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 IoT 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 202526, 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 202526, 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'sfinancialposition 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
at https://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) they 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) they 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 at
https://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 102nd Annual
General Meeting till the conclusion of 107th 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
105th Annual General Meeting i.e. from the Financial Year 2025-26 till the conclusion of
110th 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
reappointment 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 105th
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 thereofNil (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 1st 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.
- In 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 at
https://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.
In 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 DISCUSSIONANDANALYSIS,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 8th 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 HARASSMENTOFWOMENATWORKPLACE (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:
| 1 |
No. of complaints received in the year |
Nil |
| 2 |
No. of complaints disposed-off in the year |
NA |
| 3 |
Cases pending for more than 90 days |
NA |
| 4 |
No. of workshops and awareness programmes conducted in the year |
26 |
| 5 |
Nature of action by employer or District Officer, if any |
NA |
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 |
|