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Escorts Kubota Limited Proxy Solicitation & Information Statement 2026

Mar 24, 2026

59210_rns_2026-03-24_b4d805d4-6193-4658-9259-9eea4d7506ce.pdf

Proxy Solicitation & Information Statement

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March 24, 2026

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BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001

BSE - 500495

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051

NSE – ESCORTS

Dear Sir/ Madam,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

This is in furtherance to our letter dated February 10, 2026, intimating about the appointment, as approved by the Board of Directors of the Company of Mr. Hitoshi Sasaki (DIN: 11464326) and Mr. Satoshi Suzuki (DIN: 06527098), Nominees of Kubota Corporation, as Additional Director(s) of the Company (in capacity of Non-Executive and Non-Independent Director(s)), to hold office upto the date of the ensuing Annual General Meeting of the Company.

In pursuance of the above, the approval of Members, is now being sought by way of Postal Ballot Process, for the appointment of Mr. Hitoshi Sasaki and Mr. Satoshi Suzuki as Director(s) of the Company, liable to retire by rotation.

Accordingly, in compliance with the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, read with General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022 , 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025 and any other circular issued by the Ministry of Corporate Affairs (“ MCA Circulars ”) and pursuant to the Regulations 30 and 44 of the SEBI Listing Regulations and other applicable laws, rules and regulations, if any, we hereby enclose a copy of Postal Ballot Notice dated March 20, 2026 seeking the approval of the members of the Company, by way of remote e-voting process (" E-voting ") in respect of the following resolutions:

Escorts Kubota Limited

Registered Office - 15/5, Mathura Road, Faridabad - 121003, Haryana, India Tel.: +91-129-2250222 | E-mail: [email protected] | Website: www.escortskubota.com Corporate Identification Number L74899HR1944PLC039088

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Sr. No. Particulars Resolution Type
1. To appoint Mr. Hitoshi Sasaki (DIN: 11464326) as
Director of the Company
Ordinary
Resolution
2. To appoint Mr. Satoshi Suzuki (DIN: 06527098) as
Director of the Company
Ordinary
Resolution

The Notice of Postal Ballot is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners, as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email IDs are registered with the Company/ RTA/ Depository Participants as on March 20, 2026 (“ Cut-off Date ”). Accordingly, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot.

The Company has offered e-voting facility for transacting all businesses through KFin Technologies Limited (E-voting Agency) through their portal https://evoting.kfintech.com to enable the members to cast their votes electronically. The remote e-voting or E-voting period will commence from Thursday, March 26, 2026 (09:00 A.M. IST) and will end on Friday, April 24, 2026 (05:00 P.M. IST).

The Postal Ballot Notice is also available on the Company’s website at www.escortskubota.com and on the website of KFin Technologies Limited at https://evoting.kfintech.com .

The Calendar of Events for the proposed postal ballot process is enclosed herewith for reference.

The above is for your kind information and records.

Thanking You, Yours faithfully, For Escorts Kubota Limited

ARVIND Digitally signed by ARVIND KUMAR KUMAR Date: 2026.03.24 12:40:25 +05'30' Arvind Kumar Company Secretary Encl.: As above

Escorts Kubota Limited

Registered Office - 15/5, Mathura Road, Faridabad - 121003, Haryana, India Tel.: +91-129-2250222 | E-mail: [email protected] | Website: www.escortskubota.com Corporate Identification Number L74899HR1944PLC039088

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CALANDER OF EVENTS FOR POSTAL BALLOT

Sr. No. Particulars Date
1.
Cut-off Date for sending Postal Ballot Notice March 20, 2026
2.
Date of commencement of E-voting March 26, 2026
(09:00 A.M. IST)
3.
Last date of E-voting April 24, 2026
(05:00 P.M. IST)
4.
Date on which the resolutions are deemed to
bepassed
April 24, 2026
5.
Date of submission of report by Scrutinizer On or before
April 28,2026
6.
Date of declaration of results by Chairman or
person authorized by Chairman
On or before
April 28, 2026

Escorts Kubota Limited

Registered Office - 15/5, Mathura Road, Faridabad - 121003, Haryana, India Tel.: +91-129-2250222 | E-mail: [email protected] | Website: www.escortskubota.com Corporate Identification Number L74899HR1944PLC039088

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ESCORTS KUBOTA LIMITED

CIN: L74899HR1944PLC039088

Registered Office: 15/5, Mathura Road, Faridabad – 121003, Haryana Phone: 0129-2250222; E-mail: [email protected] Website: www.escortskubota.com

Notice of Postal Ballot

[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended, (“Rules”) (hereinafter cumulatively referred to as “Act”), read with General Circular No. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025 and any other circulars issued from time to time by the Ministry of Corporate Affairs (“MCA”) (together referred as “MCA Circulars”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable laws and regulations, if any, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the resolutions as set out hereunder are proposed to be passed by the members of Escorts Kubota Limited (“Company”), as Ordinary Resolutions, by means of Postal Ballot through voting by electronic means only (hereinafter called as “Remote E-voting” or “E-voting”).

In accordance with MCA Circulars read with Act and Regulation 44 of SEBI Listing Regulations, the Company is sending this Postal Ballot Notice only by e-mail to all its members who have registered their e-mail addresses with the Company and the communication of assent/ dissent of the members will only take place through the ‘E-voting’ system. The Company is providing facility for voting by electronic means and the business as mentioned in this Postal Ballot Notice be transacted through such electronic means. The Company has appointed KFin Technologies Limited (“KFin”) for facilitating ‘E-voting’ system to enable the Members to cast their votes electronically.

The hard copies of Postal Ballot Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for this Postal Ballot, in compliance with the MCA Circulars. The instructions for E-voting are appended to this Postal Ballot Notice.

Members are requested to peruse the resolutions set out below along with their respective explanatory statements and thereafter record your assent or dissent through ‘E-voting’ process.

The Board of Directors (“Board”) at its meeting held on February 10, 2026, has appointed Ms. Neelam Gupta, Practicing Company Secretary (FCS Membership No. 3135 and Certificate of Practice No. 6950), as the Scrutinizer (“Scrutinizer”) for conducting this Postal Ballot, including E-voting process, in a fair and transparent manner.

Members holding equity shares of the Company as on Friday, March 20, 2026, (“Cut-off Date”) can cast their vote through Remote E-voting process.

Members may note that E-voting shall commence at 09:00 a.m. (IST) on Thursday, March 26, 2026, and will remain open up to 05:00 p.m. (IST) on Friday, April 24, 2026.

After completion of scrutiny of the E-voting, the Scrutinizer will submit her report to the Chairman of the Company or to any other person authorized by the Chairman within the stipulated time for the declaration of results. The results of Postal Ballot shall be declared within 2 (two) working days from the conclusion of Remote E-voting period i.e. on or before Tuesday, April 28, 2026. The results of the postal ballot along with the scrutinizer’s report will be displayed at the registered office of the Company, and on the Company’s website, viz., www.escortskubota.com and the website of E-voting agency, viz., https://evoting.kfntech.com and shall also be communicated to the stock exchanges where the shares of the Company are listed.

In accordance with SS-2, the resolutions shall be deemed to have been passed, if approved by requisite majority, on the last date specified by the Company for Remote E-voting i.e. Friday, April 24, 2026.

The proposed resolution(s) along with respective Explanatory Statement(s), required to be annexed to notice under Section 102 of the Act, setting out the material facts and reasons for the resolution(s), is also appended herewith.

[1]

Resolution(s) by means of Postal Ballot

Special Business:

Item No. 1: To appoint Mr. Hitoshi Sasaki (DIN: 11464326) as Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“Resolved That pursuant to the provisions of Section 152 read with other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and any other applicable laws, rules, regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Hitoshi Sasaki (DIN: 11464326), who was appointed as an Additional Director (Non-Executive and Non-Independent Director), effective from February 10, 2026, in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company, to hold office up the date of ensuing Annual General Meeting and who qualifies for being appointed as a Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member of the Company, proposing his candidature for the office of the Director, be and is hereby appointed as a Director (Non-Executive and Non-Independent Director) of the Company, liable to retire by rotation.

Resolved Further That the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No. 2: To appoint Mr. Satoshi Suzuki (DIN: 06527098) as Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“Resolved That pursuant to the provisions of Section 152 read with other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and any other applicable laws, rules, regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Satoshi Suzuki (DIN: 06527098) who was appointed as an Additional Director (NonExecutive and Non-Independent Director), effective from February 10, 2026, in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company, to hold office up the date of ensuing Annual General Meeting and who qualifies for being appointed as a Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member of the Company, proposing his candidature for the office of the Director, be and is hereby appointed as a Director (Non-Executive and Non-Independent Director) of the Company, liable to retire by rotation.

Resolved Further That the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Place: Faridabad Date: March 20, 2026

By Order of the Board of Directors for Escorts Kubota Limited Sd/Arvind Kumar Company Secretary

[2]

Notes:

  1. The Notice is being sent by e-mail to all the members, whose names appear on the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, March 20, 2026, i.e. the Cut-off Date. The Notice is being sent to members in electronic form to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding)/ KFin Technologies Limited, Registrar and Share Transfer Agent of the Company (“RTA”) (in case of physical shareholding). Members whose e-mail addresses are not registered, shall register their e-mail as per the instructions given in the Notes below.

  2. Members whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-off Date will be considered for the purpose of Remote E-voting i.e. Only those members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes by Remote E-voting.

  3. A person who is not a member as on the Cut-off Date should treat this notice for information purpose only.

  4. The voting rights of members shall be in proportion to their shareholding in the Paid-up Equity Share Capital of the Company as on the cut-off date.

  5. Brief Profile and other requisite information about the directors proposed to be appointed, pursuant to the applicable provisions of Regulation 36 of SEBI Lisiting Regulations and the SS-2 are provided in the Explanatory Statement forming part of this Notice.

  6. Copy of this Notice will also be available on the Company’s website at www.escortskubota.com and on the website of KFin at https://evoting.kfntech.com and at the relevant sections of the websites of the stock exchanges on which the shares of the Company are listed.

  7. The Scrutinizer’s decision on the validity of Remote E-voting will be final and binding.

  8. In terms of SEBI circular dated December 09, 2020, as amended, on E-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat accounts/ websites of Depositories/ Depository Participants. Shareholders are required to update their mobile number and e-mail correctly in their demat account in order to access E-voting facility.

  9. Voting through electronic means:

In compliance with the provisions of Section 108 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the provisions of Regulation 44 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Members are provided with the facility to cast their vote electronically through the E-voting services provided by KFin on all the resolutions set forth in this Notice.

Information and instructions for Remote E-voting by Individual Shareholders holding shares of the Company in demat mode:

Pursuant to SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, on “E-Voting facility provided by Listed Entities”, E-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process.

Individual demat account holders would be able to cast their votes without having to register again with the E-voting Service Provider thereby not only facilitating seamless authentication but also ease and convenience of participating in E-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access E-voting facility.

The procedure to login and access remote E-voting, as devised by the Depositories/ DP(s), is given below:

[3]

(A) Login method for remote E-voting for Individual shareholders holding securities in demat mode:

Type of shareholders Login Method Login Method
Individual Shareholders holding
securities in demat mode with NSDL
1.
2.
I.
II.
III.
IV.
V.
3.
I.
II.
III.
IV.
4.
I.
II.
III.
IV.
V.
For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/
evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit
Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP
received on registered email id/mobile number and click on login. Afer
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on the company name or e-Voting
service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
User already registered for IDeAS facility
Visit URL: https://eservices.nsdl.com
Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section.
On the new page, enter User ID and Password.
Post successful authentication, click on “Access to e-Voting”.
You will see Company Name: “Escorts Kubota Limited” on the next screen.
Click on the E-voting link available against Escorts Kubota Limited or
select E-voting service provider “KFintech” and you will be re-directed
to the E-Voting page of KFintech to cast your vote without any further
authentication.
User not registered for IDeAS e-Services
To register click on link: https://eservices.nsdl.com
Select “Register Online for IDeAS” or click athttps://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
Proceed with completing the required felds.
Follow steps given in point 1.
Alternatively, by directly accessing the E-Voting website of NSDL
Open URL: https://www.evoting.nsdl.com
Click on the icon “Login” which is available under ‘Shareholder/ Member’
section.
On the login page, enter User ID (that is 16-character demat account
number held with NSDL, starting with IN), Login Type, that is, through
typing Password (in case you are registered on NSDL’s E-Voting platform)/
through generation of OTP (in case your mobile number/ e-mail address is
registered in your demat account) and verifcation code as shown on the
screen.
On successful authentication, you will enter the E-voting module of NSDL.
Click on “Active E-voting Cycles/ VC or OAVMs” option under E-voting. You
will see Company Name: “Escorts Kubota Limited” on the next screen.
Click on the E-voting link available against Escorts Kubota Limited or
select E-voting service provider “KFintech” and you will be re-directed
to the E-voting page of KFintech to cast your vote without any further
authentication.
Members can also download the NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentioned below for seamless voting experience.

[4]

Type of shareholders Login Method Login Method
Individual Shareholders holding
securities in demat mode with CDSL
1.
I.
II.
III.
2.
I.
II.
III.
3.
I.
II.
III.
IV.
Existing user already opted for Easi/ Easiest
Visit URL:https://web.cdslindia.com/myeasitoken/Home/Login or URL:
www.cdslindia.comand click on New System Myeasi/ Login to My Easi
option under Quick Login.
Enter your User ID and Password for accessing Easi/ Easiest.
You will see Company Name: “Escorts Kubota Limited” on the next screen.
Click on the E-voting link available against Escorts Kubota Limited or
select E-voting service provider “KFintech” and you will be re-directed
to the E-Voting page of KFintech to cast your vote without any further
authentication.
User not registered for Easi/ Easiest
Option to register is available athttps://web.cdslindia.com/myeasitoken/
Home/EasiRegistration
Proceed with completing the required felds.
Follow the steps given in point 1.
Alternatively, by directly accessing the E-Voting website of CDSL
Visit URL: www.cdslindia.com
Click on E-Voting tab and provide your demat account number and PAN.
System will authenticate user by sending OTP on registered mobile number
& e-mail as recorded in the demat account.
On successful authentication, you will enter the E-voting module of CDSL.
Click on the E-voting link available against Escorts Kubota Limited or
select E-voting service provider “KFintech” and you will be re-directed
to the E-Voting page of KFintech to cast your vote without any further
authentication.
Individual Shareholders holding
securities
in
demat
mode

Login through demat accounts/
website of Depository Participant
I.
II.
III.
Individual shareholders holding shares of the Company in demat mode can
access E-voting facility provided by the Company using login credentials
of their demat accounts (online accounts) through their demat accounts/
websites of DPs registered with NSDL/ CDSL.
An option for “E-Voting” will be available once you have successfully
logged-in through your respective logins. Click on the option “E-voting”
and you will be re-directed to E-voting modules of NSDL/ CDSL (as may be
applicable).
Click on the E-voting link available against Escorts Kubota Limited or
select E-voting service provider “KFintech” and you will be re-directed
to the E-voting page of KFintech to cast your vote without any further
authentication

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Helpdesk for Individual Shareholders
Depository i.e. NSDL and CDSL.
holding securities in demat mode for any technical issues related to login through
Login Type Helpdesk Details
Individual Shareholders holding
shares in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending
a request at [email protected] or call at 1800 102 0990 or 022 4886 7000
Individual Shareholders holding
shares in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request at [email protected] contact at toll free no.
1800-21-09911

[5]

  • (B) Login method for E-voting for shareholders:

  • Other than Individual shareholders, holding securities in demat mode.

  • Holding securities in physical mode.

  • a. Member will receive an e-mail from KFin [for Members whose e-mail IDs are registered with the Company/ DPs] which includes details of E-voting Event Number (“EVEN”), user id and password:

  • (i) Launch internet browser by typing the URL: https://evoting.Kfntech.com.

  • (ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for E-Voting, you can login by using your existing User ID and password for casting your vote.

  • (iii) After entering these details appropriately, click on “LOGIN”.

  • (iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

  • (v) You need to login again with the new credentials.

  • (vi) On successful login, the system will prompt you to select the “E-Voting Event No. 9486” of Escorts Kubota Limited.

  • (vii) On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/ AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as on the cut-off date. You may also choose the option “ABSTAIN”. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

  • (viii) Members holding multiple folios/ demat accounts shall vote separately for each folio/ demat account.

  • (ix) In case you do not desire to cast your vote, it will be treated as abstained.

  • (x) You may then cast your vote by selecting an appropriate option and click on “Submit”.

  • (xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

  • (xii) Corporate/ Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter, etc., duly authorising their authorised representative(s) on their behalf to vote through Remote E-voting to the Scrutinizer at e-mail ID neelamrna@ gmail.com with a copy marked to [email protected] and may also upload the same in the E-voting module in their login on or before close of e-voting i.e. 05:00 p.m. IST on Friday, April 24, 2026. In case of non-receipt of authorization, such voting may be marked invalid by the scrutinizer. The scanned image of the above mentioned documents should be in the naming format “Escorts Kubota Limited Event No.”

  • b. In case an e-mail ID of a Member is not registered with the Company/ DPs then such Member is requested to register/ update their e-mail addresses with the Depository Participant(s) (in case of Shares held in dematerialised form) and inform KFin at the email ID [email protected] (in case of shares held in physical form) by submitting the ISR forms available on Company’s website at https://static.escortskubota.com/images/Forms/ISR-1-Request-formfor-updation-of-PAN-KYC-Details.pdf. Please follow steps of Note No. 8 above to cast your vote by electronic means.

[6]

In case of any query and/ or grievance, in respect of voting by electronic means, members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting. kfntech.com or contact Mr. Sankara Gokavarapu, Senior Manager (Unit: Escorts Kubota Limited), KFin Technologies Limited, Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032. Toll Free No.: 1800 309 4001; E-mail: [email protected] for any further clarifications.

  1. E-voting period commences on Thursday, March 26, 2026, (09:00 a.m. IST) and ends on Friday, April 24, 2026, (05:00 p.m. IST) beyond which e-voting will not be allowed. During this period, members of the Company, holding shares either in physical form or in dematerialised form, as on the Cut-off Date i.e. Friday, March 20, 2026 may cast their vote by Remote E-voting only. The E-voting module shall be disabled by KFin for voting thereafter i.e., after 05:00 p.m. IST on Friday, April 24, 2026. Once the vote on a resolutions is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

  2. Documents, if any, referred to in the Notice will be kept open for inspection at the Registered Office of the Company between 10:00 a.m. and 01:00 p.m. on all working days between Monday to Friday of every week, up to the last date specified by the Company for E-voting.

[7]

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘Act’) read with the relevant rules made thereunder

The following explanatory statement sets out the material facts relating to the special business mentioned at the Item Nos. 1 and 2 of the accompanying Notice dated March 20, 2026,

Item Nos. 1 and 2

Based on the recommendation of the Nomination, Remuneration and Compensation Committee (“NRC”), the Board of Directors of the Company, in accordance with the provisions of Section 161(1) of the Companies Act, 2013 (“Act”) and the Articles of Association of the Company have appointed Mr. Hitoshi Sasaki (DIN: 11464326) and Mr. Satoshi Suzuki (DIN: 06527098) as Additional Directors of the Company with effect from February 10, 2026, to hold office upto the date of next Annual General Meeting.

Pursuant to Regulation 17 of SEBI Listing Regulations, a listed entity shall ensure that approval of members for appointment of a person on the Board of Directors is taken at the next general meeting or within a period of 3 months from the date of appointment, whichever is earlier. Accordingly, based on the recommendation of NRC and the Board of Directors, the approval of members of the Company is being sought, through this postal ballot process, for Item Nos. 1 and 2 by way of ordinary resolution(s) i.e. appointment of Mr. Sasaki and Mr. Suzuki as directors of the Company, nominated by Kubota Corporation, Japan (holding company of the Company).

Mr. Sasaki and Mr. Suzuki are not disqualified from being appointed as directors in terms of Section 164 of the Act and not debarred from holding the office of directors by virtue of any order passed by SEBI or any other authority and have given their consent to act as directors.

Pursuant to the provisions of Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2, the details of Mr. Sasaki and Mr. Suzuki are provided in the “Annexure I” to the Notice.

The Company has received requisite notices in writing from a member proposing the appointment of Mr. Sasaki and Mr. Suzuki as candidates for the office of Directors of the Company.

Mr. Sasaki and Mr. Suzuki, being appointee(s) along with their relatives are interested in the resolutions. Further, Mr. Nobushige Ichikawa and Mr. Akira Kato, being other nominee of Kubota Corporation, may be deemed to be interested in the resolutions.

Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company and their relatives (including the relatives of other nominee of Kubota Corporation) are, in any way, concerned or interested, financially or otherwise, in the resolutions. This statement may also be regarded as an appropriate disclosure under the Act and the SEBI Listing Regulations.

The Board commends the Ordinary Resolutions set out at Item Nos. 1 and 2 of the Notice for approval by the members.

Place: Faridabad Date: March 20, 2026

By Order of the Board of Directors for Escorts Kubota Limited Sd/Arvind Kumar Company Secretary

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Annexure I

Details and other particulars of Directors seeking Appointment [Pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings]

Particulars Mr. Hitoshi Sasaki Mr. Satoshi Suzuki
Director Identifcation Number 11464326 06527098

Date of Birth(Age)
March 28,1968(57years) June 23,1970(55years)
Date of Appointment on the Board February10,2026 February10,2026
Qualifcations Bachelor’s in Business Administration
from University of Kobe, Japan
Bachelor of Foreign Studies, from
Osaka University of Foreign Studies,
Japan
Brief
Resume,
experience
and
Expertise in specifc functional areas
Mr. Sasaki joined Kubota Corporation
(“KBT”) in 1990 and has been working
with KBT for almost 35 years in
various Senior Managerial positions.
At present, he is working as Managing
Executive Ofcer, Chief Business
Planning
Ofcer
and
General
Manager of Corporate Planning &
Control Headquarters, KBT.
Mr.
Sasaki’s
core
competencies
include experience in Farm and
Industrial
Machinery
Strategy,
Operations & Sales Promotion.
Mr. Suzuki joined Kubota Corporation
(“KBT”) in 1993 and has been working
with KBT for almost 32 years in
various Senior Managerial positions.
At Present, he is working as Managing
Executive
Ofcer
and
General
Manager of Farm & Groundcare
Equipment Division, KBT.
Mr.
Suzuki’s
core
competencies
include
experience
in
Business
Planning, Sales & Marketing amongst
others.
Directorships held in other companies Nil Nil
Committee
Memberships/
Chairmanships of other Companies
Nil Nil
Names of listed entities from which
the person has resigned in the past
threeyears
Nil Nil
Number of shares held in the
Company (including shareholding as
a benefcial owner)
Nil Nil

Number of meetings of the Board
attended duringtheyear
1 out of 2 2 out of 2
Relationship between directors inter-
se and key managerial personnel of
the Company
There is no inter-se relationship
between Mr. Hitoshi Sasaki and
other directors or key managerial
personnel of the Company except
that he is the nominee Director of
Kubota Corporation along with Mr.
Nobushige Ichikawa, Mr. Akira Kato
and Mr. Satoshi Suzuki.
There is no inter-se relationship
between Mr. Satoshi Suzuki and
other directors or key managerial
personnel of the Company except that
he is the nominee Director of Kubota
Corporation along with Mr. Nobushige
Ichikawa, Mr. Akira Kato and Mr.
Hitoshi Sasaki.
Terms and Conditions of appointment/
re-appointment
Mr. Hitoshi Sasaki has been appointed
in terms of the provisions of Act and
are responsible to undertake the roles
and responsibilities prescribed under
the provisions of the Act and other
laws for the time beingin force.
Mr. Satoshi Suzuki has been appointed
in terms of the provisions of Act and
are responsible to undertake the roles
and responsibilities prescribed under
the provisions of the Act and other
laws for the time beingin force.
Details of remuneration sought to be
paid
Nil Nil
Remuneration last drawn,if any Not Applicable Not Applicable
Date of frst Appointment on the
Board
February 10, 2026 February 10, 2026

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For the Attention of Members of the Company

  1. Transfer, Transmission, etc., of Shares: In terms of the provisions of the SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019. Further, SEBI vide its Circular dated January 25, 2022, has also mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. In view of the above and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their shareholdings into dematerialized form. Members can contact the RTA, for assistance in this regard.

  2. Mandatory furnishing of PAN, KYC details and Nomination by holders of physical securities: SEBI, vide its ‘Master Circular for Registrars to an Issue and Share Transfer Agents’ dated February 06, 2026, has mandated furnishing of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhaar. Members holding shares in physical mode and who have not yet updated their KYC, including e-mail address, mobile no., bank details, etc., are requested to update the same by submitting duly filled in Form ISR-1 with relevant documents to the RTA. Similarly, for updation of signature, Form ISR-2; for nomination, Form No. SH 13; for change in nomination, Form No. SH 14; and for opt out of nomination, Form ISR-3; and for cancellation of nomination, Form ISR-3, along with Form No. SH 14, duly filled in all respect, with relevant documents, shall be submitted to the RTA. The communication details of the RTA are as under:

KFin Technologies Limited

  • (Unit: Escorts Kubota Limited)

Selenium Building, Tower B, Plot No. 31 & 32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad – 500032

E-mail ID: [email protected]

Website: www.kfntech.com

KPRISM: https://kprism.kfntech.com

Toll-free Number: 1800 309 4001

  1. In case a holder of physical securities has not yet furnished any of the above-mentioned details (except choice of nomination), such security holder shall be eligible to lodge grievance or avail any service request from the RTA only after furnishing all such details/ documents. Further, payment of dividend in respect of such folios shall be done only through electronic mode with effect from April 01, 2024, upon furnishing of all the aforesaid details (except choice of nomination) in entirety.

  2. Special Window for Transfer and Dematerialization of Physical Securities: SEBI vide its circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, has opened a special window from February 05, 2026, to February 04, 2027, for facilitating the lodgement of transfer and dematerialization requests of physical securities which were sold/ purchased prior to April 01, 2019. The special window shall also be available for such transfer requests which were submitted earlier and were rejected/ returned/ not attended due to deficiency in the documents/ process or otherwise. However, the securities under dispute and securities transferred to IEPF shall not be considered for processing under this special window.

In this connection, eligible shareholders/ transferees may lodge their transfer requests accompanied with the below mentioned mandatory documents to the Company’s Registrar and Share Transfer Agent (‘RTA’), KFin Technologies Limited (Unit: Escorts Kubota Limited) at their office at Selenium Tower B, Plot No 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad-500032 (Toll Free No. 1800 309 4001) before February 04, 2027:

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  • a. Original security certificate(s);

  • b. Transfer deed executed prior to April 01, 2019;

  • c. Proof of purchase by transferee, as may be available;

  • d. KYC documents of the transferee (as per ISR forms);

  • e. Latest Client Master List (‘CML’), not older than 2 months, of the demat account of the transferee, duly attested by the Depository Participant; and

  • f. Undertaking cum Indemnity as per the format at Annexure A of the said SEBI Circular;

Pease note that the securities so transferred shall be mandatorily credited to the transferee only in demat mode and shall be under lock-in for a period of one year from the date of registration of transfer. Such Transfers shall not be transferred/ lien-marked/ pledged during the said lock-in period.

For further information, please refer the aforesaid SEBI Circular available at sebi.gov.in or contact our RTA at [email protected].

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