Kirloskar Industries : Disclosure of other UPSI/material event

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, ("Act‟) read with the Companies (Management and Administration) Rules, 2014 ("Rules‟) [including any statutory modification or re-enactment thereof for the time being in force]; Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations‟); the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2‟), each as amended, and in accordance with the General Circulars No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021 and No. 3/2022 dated 5 May 2022 issued by the Ministry of Corporate Affairs (collectively the "MCA Circulars‟) to transact the special business as set out hereunder through the postal ballot.

In compliance with the MCA Circulars, the Notice of Postal Ballot ("Notice‟) is being sent only in electronic form to those Members, whose names appear in the Register of Members or the List of Beneficial Owners as on Friday, 2 September 2022("Record Date‟ / "Cut-off Date‟) and whose email addresses are registered with the Company / the Registrar and Share Transfer Agent ("RTA‟) and the Depositories. Voting rights of the Members of the Company shall be in proportion to the paid-up equity share capital of the Company as on the Record Date / the Cut-off Date. A person, who is not a Member on the Record Date / the Cut-off Date should treat this Notice for information purpose only.

For avoidance of any doubt due to the general understanding of meaning of "Postal Ballot‟ as Voting by Post (which is not contemplated in the Notice), it is clarified that there will be no dispatch of hard copy of the Notice of Postal Ballot to the Members of the Company and the communication of "assent‟ or "dissent‟ in respect of the business items shall take place through the remote e-voting only.

In compliance with Regulation 44 of the SEBI LODR Regulations and pursuant to provisions of Section 110 read with Section 108 of the Act read with the rules thereof, the SS-2, and the MCA Circulars; the Company is providing remote e-voting facility to its Members, to enable them to cast the votes electronically instead of submitting the Postal Ballot Form in hard copy. The Company has engaged the services of National Securities Depository Limited ("NSDL‟) for the purpose of providing remote e-voting facility to its Members. The instructions for remote e-voting are appended to this Notice. The Notice is also available at the website of the Company, viz. www.kirloskarferrous.com

The remote e-voting for the postal ballot commences on Saturday, 17 September 2022 at 9:00 a.m. (IST) and ends on Sunday, 16 October 2022 at 5:00 p.m. (IST). During this period, the Members of the Company holding shares either in physical form or in electronic form as on the Record Date / the Cut-off Date may cast the votes electronically. The remote e-voting shall be disabled by NSDL for voting after 5:00 p.m. (IST) on Sunday, 16 October 2022.

Page 1 of 14

Kirloskar Ferrous Industries Limited

A Kirloskar Group Company

Registered Office :

13, Laxmanrao Kirloskar Road, Khadki, Pune 411003, Maharashtra Telephone : [phone] Telefax : [phone] / 25810209 Email : [e-mail] Website : www.kirloskarferrous.com CIN : L27101PN1991PLC063223

Members desiring to exercise the votes through the remote e-voting process are requested to refer to the instructions mentioned in the Notice and record "Assent (For)‟ or "Dissent (Against)‟ by following the procedure as stated in the Notice.

Special Business

Item No. 1

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

"RESOLVED THAT pursuant to provisions of Sections 149, 150, 152, 160, 161 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013; rules thereof; the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations [including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force] and the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors; Mr. Pravir Kumar Vohra (DIN : 00082545), who was co-opted by the Board of Directors as an Additional Director in the category of Independent Director with effect from 5 August 2022 and who holds the office upto the date of next annual general meeting and in respect of whom a notice in writing has been received from a Member pursuant to provisions of Section 160 of the Companies Act, 2013 proposing his candidature for the office of a director, be and is hereby appointed as an Independent Director of the Company to hold office for a term upto 4 August 2027."

Item No. 2

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

"RESOLVED THAT pursuant to provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and rules thereof; the consent of the Members of the Company be and is hereby accorded to authorise the Board of Directors of the Company to create security from time to time by way of mortgage(s), pledge(s), lien(s), hypothecation(s), charge(s), and/or any other encumbrance(s) in addition to existing pledge(s), lien(s), mortgage(s), hypothecation(s) and/or charge(s) created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board of Directors may determine, on all or any of the assets of the Company (including immovable and/or movable properties of the Company), both present and future, and/or the whole or substantially the whole of the undertaking(s) wheresoever situated, in favour of bank(s) / non-banking financial companies / public financial institution(s) / body corporate(s) / security trustee(s) / debenture trustee(s) / investor(s), to secure the loan(s) and/or the credit facilities and/or the debt(s), availed / to be availed by the Company and/or debenture(s) / bond(s), issued / to be issued, upto a sum of ₹ 2,000 Crores at any point of time.

Page 2 of 14

Kirloskar Ferrous Industries Limited

A Kirloskar Group Company

Registered Office :

13, Laxmanrao Kirloskar Road, Khadki, Pune 411003, Maharashtra Telephone : [phone] Telefax : [phone] / 25810209 Email : [e-mail] Website : www.kirloskarferrous.com CIN : L27101PN1991PLC063223