Kirloskar Ferrous Industries Ltd. — Proxy Solicitation & Information Statement 2024

Jan 22, 2024

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Ref No. 2992/24 22 January 2024

The Department of Corporate Services BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai 400001 (Scrip Code : 500245)

Dear Sir / Madam,

Subject : Shareholders’ Meeting through VC / OAVM facility, Record Date / Cut-off Date, e-voting and attendance Pursuant to provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’); this is to inform that :

1. Shareholders’ Meeting and Record Date

Pursuant to the Orders dated 4 January 2024 read with 16 January 2024 issued by the Hon’ble National Company Law Tribunal, Mumbai (‘NCLT’) in respect of the Scheme of Arrangement and Merger of ISMT Limited (‘Transferor Company / ISMT’) with Kirloskar Ferrous Industries Limited (‘Company / KFIL’) and their respective shareholders (‘Scheme’) and in compliance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 rules thereof read with the General Circular No. 14/2020 dated 8 April 2020, the General Circular No. 17/2020 dated 13 April 2020, the General Circular No. 20/2020 dated 5 May 2020 and the General Circular No. 09/2023 dated 25 September 2023 issued by the Ministry of Corporate Affairs [collectively referred to as ‘MCA Circulars’] and applicable SEBI Regulations read with the Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023 and the Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 7 October 2023 issued by the SEBI [collectively referred to as ‘SEBI Circulars’], a meeting of equity shareholders of Kirloskar Ferrous Industries Limited will be held on Thursday, 14 March 2024 at 3:00 p.m. (IST) through Video Conferencing (‘VC’) or Other Audio Visual Means (‘OAVM’) facility, for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme.

In compliance with the Orders issued by the NCLT read with the MCA Circulars and the SEBI Circulars, the notice of the meeting (together with a copy of the Scheme) and the explanatory statement thereto will be sent to those equity shareholders of the Company, whose email IDs are registered with the Company / the Registrar and Share Transfer Agent or the Depository Participants.

Aforesaid documents will be uploaded at the website of the Company viz. www.kirloskarferrous.com and that of BSE Limited viz. www.bseindia.com

The Record Date has been fixed as Friday, 2 February 2024 to ascertain the list of equity shareholders for sending the notice of the meeting with annexures.

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Kirloskar Ferrous Industries Limited A Kirloskar Group Company Registered Office : 13, Laxmanrao Kirloskar Road, Khadki, Pune 411003, Maharashtra Telephone : +91 (20) 66084645 Telefax : +91 (20) 25813208 / 25810209 Email : kfilinvestor@kirloskar.com Website : www.kirloskarferrous.com CIN : L27101PN1991PLC063223

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2. Voting by electronic means

Pursuant to the provisions of Section 230(4) read with Section 108 of the Companies Act, 2013 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44 of the SEBI LODR Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, as applicable; the facility of remote e-voting and e-voting facility will be provided through National Securities Depository Limited (NSDL) to exercise the right to vote in respect of the resolution to be considered at the meeting.

The Cut-off date has been fixed as Thursday, 7 March 2024 for determining eligibility of equity shareholders for remote e-voting or the e-voting at the meeting.

The remote e-voting period commences on Monday, 11 March 2024 at 9:00 a.m. (IST) and ends on Wednesday, 13 March 2024 at 5:00 p.m. (IST).

Detailed instructions for e-voting facility will be provided in the notice of the meeting.

3. Attending the meeting of equity shareholders of the Company through VC / OAVM facility

The meeting of equity shareholders will be held without physical presence at a common venue pursuant to provisions of the Order issued by the NCLT read with the MCA Circulars and the SEBI Circulars. Video Conferencing (‘VC’) or Other Audio Visual Means (‘OAVM’) facility for attending the meeting will be provided through NSDL. Detailed instructions for attending the meeting will be provided in the notice of the meeting.

A Member attending the meeting through VC/OAVM facility shall be counted for the purpose of reckoning the quorum pursuant to provisions of Section 103 of the Companies Act, 2013.

You are requested to take the same on record.

Thanking you,

Yours faithfully,

For Kirloskar Ferrous Industries Limited

RAVIPRAKASHA Digitally signed by RAVIPRAKASHA SRINIVASA SRIVATSAN SRINIVASA SRIVATSAN Date: 2024.01.22 17:25:32 +05'30'

R. S. Srivatsan Executive Director (Finance) and Chief Financial Officer

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Kirloskar Ferrous Industries Limited A Kirloskar Group Company

Registered Office : 13, Laxmanrao Kirloskar Road, Khadki, Pune 411003, Maharashtra Telephone : +91 (20) 66084645 Telefax : +91 (20) 25813208 / 25810209 Email : kfilinvestor@kirloskar.com Website : www.kirloskarferrous.com CIN : L27101PN1991PLC063223