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EQUITY - MARKET SCREENER

Escorts Kubota Ltd
Industry :  Automobiles - Tractors
BSE Code
ISIN Demat
Book Value()
500495
INE042A01014
1108.3309515
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ESCORTS
24.16
32941.29
EPS(TTM)
Face Value()
Div & Yield %
121.85
10
1.73
 

As on: Jun 24, 2026 11:26 PM

Dear Members,

Your Directors have pleasure in presenting this Integrated Annual Report/Annual Report ('IAR'/'AR') of Escorts Kubota Limited ('Escorts' or 'EKL' or 'Company') along with the Company's audited financial statements (standalone and consolidated) for the Financial Year ('FY') ended on March 31, 2026.

Financial Results

(Rs.crores)

Standalone

Consolidated

Particulars

Year ended on March 31, 2026 Year ended on March 31, 2025 Year ended on March 31, 2026 Year ended on March 31, 2025
Revenue from operations 11,472.78 10,186.96 11,540.26 10,243.88
Other income 564.30 458.39 566.36 461.31

Total Income

12,037.08 10,645.35 12,106.62 10,705.19
Profit from operations before Interest, Depreciation, Exceptional 2,077.26 1,636.23 2,062.72 1,625.50
Items & Tax
Finance Cost 18.91 27.03 20.43 29.17
Profit from operations before Depreciation, Exceptional 2,058.35 1,609.20 2,042.29 1,596.33
Items & Tax
Depreciation & Amortisation 252.82 242.61 255.06 243.65

Profit from operations before Tax and Exceptional Items

1,805.53 1,366.59 1,787.23 1,352.68
Exceptional Items 23.53 (27.08) 23.53 (1.67)
Profit before Tax from Continuing Operations 1,829.06 1,339.51 1,810.76 1,351.01
Tax Expense from Continuing Operations 448.11 229.48 444.34 226.95
Net Profit for the period from Continuing Operations 1,380.95 1,110.03 1,366.42 1,124.06
Net Profit for the period from Discontinued Operations 1,027.63 140.89 1,027.63 140.89

Net Profit for the period

2,408.58 1,250.92 2,394.05 1,264.95

Financial Performance/State of Company Affairs

The brief highlights of the Company's performance (Standalone) for the FY ended March 31, 2026 are:

Rs.12,037.08 crores

Total income of the Company for FY 2025-26 stood at

Rs.12,037.08 crores (Rs.10,645.35 crores in FY 2024-25).

_2,077.26 crores

Profit from operations before Interest, Depreciation,

Exceptional Items & Tax stood at Rs.2,077.26 crores.

Rs.1,805.53 crores

Profit from operations before Tax (PBT) and exceptional

items stood at Rs.1,805.53 crores. Net profit for the period

from continuing operations stood at Rs.1,380.95 crores.

Our Company sold 1,33,670 tractors during the year under review as against 1,15,554 tractors sold during the last FY. The brief highlights of the Company's performance (Consolidated) for the FY ended March 31, 2026 are:

- Total income of the Company for FY 2025-26 stood at Rs.12,106.62 crores (Rs.10,705.19 crores in FY 2024-25)

- Profit from operations before Interest, Depreciation, Exceptional Items & Tax stood at Rs.2,062.72 crores.

- Profit from operations before Tax (PBT) and exceptional items stood at Rs.1,787.23 crores. Net profit for the period from continuing operations stood at Rs.1,366.42 crores.

The details on the individual businesses of the Company are provided in the Management Discussion & Analysis section in this Annual Report.

Management Discussion & Analysis ('MDA')

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the 'SEBI Listing Regulations'), the MDA forms an integral part of this Annual Report and provides a detailed analysis on the performance of individual businesses and their outlook.

Dividend

During the FY 2025-26, the Board of Directors of the Company, at its meeting held on February 10, 2026, declared a Special Dividend @ 180% per share of face value of Rs.10/- each (i.e. Rs.18/- per share) for the FY ended March 31, 2026 and the record date for that purpose was February 16, 2026.

Further, based on the Company's performance, your Directors are pleased to recommend, the Final Dividend @ 330% per share of face value of Rs.10/- each (i.e. Rs.33/- per share) for the FY ended March 31, 2026, payable on all outstanding shares after deducting applicable tax thereon.

The said dividend payout is subject to the approval of members at the ensuing Annual General Meeting ('AGM'). The record date for the said purpose (i.e. Final Dividend) will be July 03, 2026.

Accordingly, the total dividend for the FY ended March 31, 2026 is 510% per share of face value of Rs.10/- each (i.e. Rs.51 per share).

The dividend payout for the period under review has been formulated in accordance with shareholders' aspirations and the Company's Dividend Distribution Policy to pay sustainable dividend linked to long-term growth objectives of the Company to be met by internal cash accruals.

The dividend distribution policy is available on the following web link at https://www.escortskubota.com/new/pdf/reg-46-sebi/24-02-2025/2024_05_09_Dividend-Distribution-Policy.pdf.

Transfer to Reserves

During the FY ended March 31, 2026, no amount (previous year: nil) was transferred to the general reserve.

However, the movement in Reserves and Surplus during the FY ended March 31, 2026, please refer the Statement of Changes in Equity and note 16 of standalone and note 17 of consolidated financial statements.

Employee Stock Option Scheme

The Escorts Employees Stock Option Scheme ('ESOS') is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB Regulations'). The other details pertaining to the ESOS are provided in note 37 of the notes to accounts of Standalone Financial Statement of the Company.

The Scheme is being implemented in accordance with the SEBI SBEB Regulations and the resolution(s) passed by the members and there is no material change in the scheme. The Secretarial Auditors Certificate in this regard, would be available during the AGM for inspection by the members. The details, as required to be disclosed under the Companies Act, 2013 (hereinafter referred as 'the Act') and/or SEBI SBEB Regulations, would be available on weblink at https://static. escortskubota.com/new/pdf/other-documents/2026/ EKL_2026_ESOP_Disclosure_Reg_14.pdf

Change in Share Capital

During the FY 2025-26, there is no change in the share capital of the Company.

Divestment

Pursuant to the Business Transfer Agreement, executed on October 23, 2024 for transferring the existing Railway Equipment Business Division ('RED') as going concern on slump sale basis among and between Sona BLW Precision Forgings Limited ('Sona Comstar') and the Company, the transaction for sale/transfer of RED Business has been closed on June 01, 2025.

Greenfield Project

With the intent to increase the production capacity of tractors, construction equipment and other products offered by the Company, the approval of Board was sought during the year, to purchase/acquire land in Yamuna Expressway Industrial Development Authority (YEIDA) Industrial area, Uttar Pradesh, for setting up a Greenfield Project.

Subsequently on March 24, 2026, YEIDA has allotted approx. 154 acres of land to the Company to set up the aforesaid project.

Utilisation of Funds

The details of utilisation of funds of Rs.1872.745 crore raised on February 18, 2022 on a preferential basis, as on March 31, 2026, are as follows:

Original Object

Modified Object, if any Original Allocation Modified allocation, if any Funds Utilised Amount of Deviation/ Variation for the quarter according to applicable object Remarks if any
For expansion of its agri-machinery business of manufacturing, assembly, sales, marketing, financing, servicing, research and development of: (a) tractors; (b) combine harvester & rice transplanter; (c) utility vehicles; (d) turf equipment; (e) construction machinery; (f) engines; (g) implements; Not Applicable Rs.1,855.306 crore* Nil Rs.545.219 crore Nil -
(h) transmission for tractors, construction equipment and implements; (i) other farm mechanisation equipment; (j) spare parts of the items referred in (a) to (i) above

*Net proceeds post deduction of expenditure of Rs.17.440 crores incurred towards preferential issue and allotment.

Directors and Key Managerial Personnel ('KMP')

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Nobushige Ichikawa (DIN: 09570234) and Mr. Hardeep Singh (DIN: 00088096) Directors of the Company, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

Mr. Yasukazu Kamada (DIN: 09634701), Mr. Shingo Hanada (DIN: 10484929) and Mr. Dai Watanabe (DIN: 08736520), Non-Executive Nominee Directors had resigned, due to their preoccupation and other personal commitments and withdrawal of their nominations by Kubota Corporation, effective from January 31, 2026, January 31, 2026 and October 31, 2025 respectively. Subsequently, the shareholders, on the recommendation of Nomination, Remuneration and Compensation Committee ('NRC') and the Board vide Postal Ballot Notice dated March 20, 2026, have approved the appointment of Mr. Hitoshi Sasaki (DIN: 11464326) and Mr. Satoshi Suzuki (DIN: 06527098) as Non-Executive Nominee Director, liable to retire by rotation, effective from February 10, 2026.

In compliance with the Shareholders Agreement dated November 18, 2021 executed between 'Kubota Corporation', 'the Company' and 'specified promoters' as defined therein, the Company has received consent/waiver letter from Kubota Corporation and specified promoters, to continue with the optimised Board size of 16 Directors.

Further, based on the recommendation of the NRC and the Board, the shareholders of the Company through Postal

Ballot process had approved the appointment of Mr. Akira Kato (DIN: 07543672), nominee of Kubota Corporation, as a Whole-time Director designated as "Deputy Managing Director" of the Company, not liable to retire by rotation, effective from August 04, 2025 in place of Mr. Seiji Fukuoka (DIN: 08786470) who had resigned due to his pre-occupation in other professional assignments and withdrawal of his nomination by Kubota Corporation.

Mr. Manish Sharma (DIN: 06549914), Independent Director, had resigned with effect from August 21, 2025 due to his pre-occupation and other personal commitments/ assignments.

The shareholders at the AGM held on July 16, 2025 had re-appointed Mr. Harish Narinder Salve (DIN: 01399172) as an Independent Director for a second term of 5 years commencing from July 16, 2025 to July 15, 2030.

The Company had received declarations from all Independent Directors of the Company that: (a) they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulations 16 and 25 of SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors.

(b) they have registered their names in the Independent Directors data bank and passed/exempt from requisite proficiency test conducted by Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise, have relevant experience (including proficiency) and fulfil the conditions as per the applicable laws and are independent of the management of the Company.

The Policy on Appointment and Removal of Director's and Members of Senior Management and Remuneration Policy for Director's, Key Managerial Personnel, Senior Management and other Employees are enclosed as Annexure A and Annexure B respectively and forms an integral part of this Report.

Annual performance evaluation of the Board, its committees, individual directors (including Independent Directors) and Chairman of the Company, pursuant to the provisions of the Act and the Corporate Governance requirements under SEBI Listing Regulations, have been carried out in accordance with the Policy on Appointment and Removal of Director's and Members of Senior Management. The process followed by the Board, for evaluation of its own performance and its committees and individual directors including Independent Directors and Chairman of the Company, and the result of such performance evaluation are given in Corporate Governance Report.

The Company has devised a process whereby various presentations/programmes are being conducted to familiarise the directors with various developments at industry level, new business initiatives, organisation strategies and policy on Business Responsibility & Sustainability etc. The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at https://www. escortskubota.com/investors/regulation-46-of-sebi. The Company recognises and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional & industry experience, cultural & geographical background, age, ethnicity, race and gender, which will help it retain its competitive advantage. The brief resumes, rationales and justifications wherever applicable and other details relating to the director who are proposed to be appointed/re-appointed, as required to be disclosed under the provisions of the SEBI Listing Regulations/Secretarial Standard are given in the Annexure to the Notice of the 80th AGM.

As on March 31, 2026, the following person(s) were the KMP of the Company, pursuant to Section 2(51) read with Section 203 of the Act and the Rules made thereunder:-

1. Mr. Nikhil Nanda - Chairman & Managing Director

2. Mr. Akira Kato - Whole-Time Director (Designated as Deputy Managing Director)

3. Mr. Bharat Madan - Whole-Time Director & Chief Financial Officer

4. Mr. Arvind Kumar - Company Secretary & Compliance Officer

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure C and forms an integral part of this Report.

Corporate Governance

Corporate Governance is about maximising shareholders value, ethically and sustainably. At Escorts Kubota, the goal of corporate governance is to ensure fairness for every stakeholder. Your Company believes that strong corporate governance is critical to enhancing and retaining investor trust and also put best endeavours to enhance long-term shareholder value and respect minority rights in all its business decisions.

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Business Conduct which has set out the systems, processes and policies conforming to international standards. Pursuant to Regulation 34(3) of the SEBI Listing Regulations, Report on Corporate Governance along with a Certificate regarding compliance of conditions of Corporate Governance from Company Secretary in Practice are enclosed as Annexure D and forms an integral part of this Report. Further, other governance related disclosures are available on the website of the Company at https://www.escortskubota.com/investors/ governance.

Corporate Social Responsibility ('CSR')

The key philosophy of all CSR initiatives of the Company is to make CSR a key business process for sustainable development of society. The initiatives aim at enhancing welfare measures of the society based on the immediate and long term social and environmental activities and also intends to undertake other need-based initiatives in compliance with Schedule VII of the Act.

The CSR Policy may be accessed on the Company's website at https://www.escortskubota.com/investors/governance. During the year, the Company has spent Rs.16.72 crores out of total CSR obligation of Rs.20.25 crore for FY 2025-26. Further, the remaining balance Rs.3.53 crore has been deposited in a separate account in compliance of Section 135(6) of the Act, which is attributable to ongoing projects conceived during the financial year. Further, other details are provided in note 28 of the standalone financial statement read with Annual Report on CSR Activities.

For constitution and other details of the CSR Committee, please refer to the Report on Corporate Governance enclosed as Annexure D to this Report.

The Annual Report on CSR activities, which includes the salient features of the CSR Policy and change therein, the details of projects and status of impact assessment, if any, is enclosed as Annexure E and forms an integral part of this Report.

Consolidated Financial Statement

The Consolidated Financial Statement have been prepared in accordance with the Act and Indian Accounting Standard (IND AS) - 110 applicable to the Consolidated Financial Statement read with IND AS - 28 on Investments in Associates and Joint

Ventures and IND AS - 111 on Joint Arrangements, issued as per Section 133 of the Act. The Audited Consolidated Financial Statement along with the Auditors' Report thereon are annexed to this Annual Report.

Subsidiaries and Associate Companies

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary(ies), associate(s) companies and joint venture(s) in Form AOC - 1 is provided in this Report. The statement also provides details of performance and financial position of each of the subsidiaries, associates and joint venture(s) and their contribution to the overall performance of the Company during the period under report. Audited financial statement(s) together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at https://www.escortskubota. com/investors/regulation-46-of-sebi/subsidiary-financial-statements.

The Consolidated Financial Statement presented by the Company include the financial results of its subsidiaries and associate companies.

In terms of the Company's Policy on determining 'material subsidiary', during the FY ended March 31, 2026, there is no material subsidiary of the Company whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively of the Company and its subsidiary in the immediately preceding FY.

Further, during the FY 2025-26, Escorts Benefit Trust (Subsidiary) was extinguished. Apart from this, there is no cessation of any subsidiary, joint venture or associate.

The complete list of subsidiaries, joint venture and associate companies as on March 31, 2026, in terms of the Act and/or IND- AS is provided herein below:

S. No. Name of the subsidiaries, joint venture and associate companies

Relationship % of shares/ Interest
1. Escorts Crop Solutions Limited Subsidiary 100%
2. EKL CSR Foundation Subsidiary 100%
3. Escorts Kubota Finance Limited Subsidiary 100%
4. Farmtrac Tractors Europe Spolka Z.o.o. Subsidiary 100%
5. Escorts Benefit and Welfare Trust Subsidiary 100%*
6. Invigorated Business Consulting Limited Subsidiary 67.87%**
7. Adico Escorts Agri Equipments Private Limited Joint Venture 40%
8. Escorts Consumer Credit Limited Associate 29.41%

*Beneficial interest

** Held directly and through Escorts Benefit and Welfare Trust

The details of the above investments/disinvestment are provided in note 6 of the notes to accounts of Standalone Financial Statement of the Company.

Downstream Investment

During the FY 2025-26, the Company has made total downstream investment of Rs.70 crores to subscribe equity shares offered under right issue(s) by Escorts Kubota Finance Limited ('EKFL'), wholly-owned subsidiary company of the Company, in compliance with the applicable provisions of the laws, rules and regulations. The requisite filing/intimation has been duly completed and auditor's certificate in this regard has also been obtained.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the FY with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material, except the transaction with Kubota Corporation (holding company) which was approved by the shareholders in the last AGM, in accordance with the Policy of the Company on the materiality of related party transactions and dealing with related party transactions. The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is enclosed as Annexure F to this report and forms an integral part of this Report.

The Policy on materiality of related party transactions and dealing with related party transactions may be accessed on the Company's website at https://www.escortskubota.com/ investors/regulation-46-of-sebi.

Your Directors draw attention of the members to note 45 in the notes to accounts in the standalone financial statement and to note 46 in the notes to accounts in the consolidated financial statement which sets out related party disclosures.

Auditors and Auditors' Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the shareholders of the Company at the 76th AGM held on July 14, 2022 had re-appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, New Delhi (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company for a period of 5 years i.e. upto the conclusion of AGM to be held in the year 2027.

Pursuant to provisions of Section 143(12) of the Act, neither the Statutory Auditors nor Secretarial Auditors nor Cost Auditors have reported any incident of fraud to the Audit Committee or the Board during the FY under review, except that the Statutory Auditors vide their letter dated February 14, 2026, based on the internal audit report, informed the Audit Committee regarding the irregularities in coupon redemptions, including bulk redemptions, and circulation of already-redeemed coupons, involving certain employees and vendors. The Audit Committee has taken appropriate action thereon.

Cost Auditors

Pursuant to the Section 148 of the Act read with rules thereunder, the Company is required to maintain the cost records and the said cost records are required to be audited. The Company is maintaining all the aforesaid cost records. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. Ramanath Iyer and Co., Cost Accountants (Firm Registration No. 000019), as Cost Auditors of the Company for conducting the audit of cost records for the FY 2026-27.

The due date of filing the Cost Audit Report for the year ended on March 31, 2025 was September 30, 2025 and the same had been filed on August 29, 2025.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Regulation 24A of SEBI Listing Regulations, the shareholders of the Company at the 79th AGM held on July 16, 2025 had appointed M/s. Neelam Gupta & Associates, (Firm Registration No. S2006DE086800), a peer reviewed firm of Practicing Company Secretaries as Secretarial Auditors of the Company for a term of 5 consecutive years up to the conclusion of the AGM to be held in the year 2030.

The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is enclosed herewith as Annexure G and forms an integral part of this Report. The comments given by the Statutory Auditors, Cost Auditors and Secretarial Auditors in their respective report(s) for the FY ended March 31, 2026 are self-explanatory and hence, do not call for any further explanations or comments under Section 134, 148 and 204(3) of the Act respectively.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no material unlisted Indian subsidiary of the Company as on March 31, 2026 and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of material unlisted Indian subsidiary is not applicable to the Company for FY 2025-26.

Risk Management

The Risk Management Committee of the Board has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, operational, sectoral, credit, market, liquidity, security, property, information technology, sustainability, cyber security, legal, regulatory, reputational and other risks have been identified and assessed and in the opinion of the Board there is an adequate risk management infrastructure in place capable of addressing and mitigating those risks.

The Company has laid down a Risk Management Policy and the same is available on the website of the Company at https://www.escortskubota.com/investors/governance. The details of constitution of Risk Management Committee of the Company is provided in the Report on Corporate Governance at Annexure D of this Report.

Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal financial controls including with reference to financial statement and for ensuring the orderly & efficient conduct of its business. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Disclosures

Meetings of the Board

Six meetings of the Board of Directors were held during the year. For further details, please refer to the Report on Corporate Governance enclosed as Annexure D to this Report.

Audit Committee

For constitution and other details of the Audit Committee, please refer to the Report on Corporate Governance enclosed as Annexure D to this Report.

All the recommendations made by the Audit Committee were accepted by the Board.

CSR Committee

For constitution and other details of the CSR Committee, please refer to the Report on Corporate Governance enclosed as Annexure D to this Report.

Annual Return

The Annual Return for FY 2025-26* is available on the weblink at https://static.escortskubota.com/new/pdf/other-documents/2026/EKL_2026_Form_MGT_7.pdf.

*Ensuing AGM related information i.e. attendance etc. will be updated after AGM.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of effected Director(s) and Employee(s). In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy is available on Company's website at https://www.escortskubota.com/investors/governance. The Board has also adopted the Anti-Bribery Policy and the same is available on Company's website at https://www. escortskubota.com/investors/governance.

Registrar and Share Transfer Agent

The share transfer and related activities are being carried out by M/s. KFin Technologies Limited, Registrar and Share Transfer Agent of the Company at the following address: M/s. KFin Technologies Limited Selenium Building, Tower B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana - 500 032 Toll Free No.: 1800 309 4001; E-mail: evoting@kfintech.com

Particulars of Loans given, Investments made, Guarantees given and Securities provided

A statement regarding Loans/Guarantees given and Investments made and Securities provided covered under the provisions of the Section 186 of the Act is made in the notes to the financial statements.

Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the prescribed limits are available with the Company Secretary.

In terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details 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 enclosed as Annexure H and forms an integral part of this Report.

Deposits

The Company has not accepted/renewed any deposit (as covered under Chapter V of the Act) during the financial year under review and as such no amount of principal or interest was outstanding as at the end of FY 2025-26.

Investor Education and Protection Fund ('IEPF')

Pursuant to the applicable provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the IEPF Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Accordingly, the Company has transferred Rs.15.81 lakhs, pertaining to unclaimed dividend, during the period under review, to IEPF Authority.

Further, according to the IEPF rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred 34,881 shares, during the period under review, to IEPF Authority. The detailed information is available at our website at https://www. escortskubota.com/investors/policies-and-documents. As on March 31, 2026, no unclaimed deposits are pending which are required to be transferred to IEPF.

Credit Rating

During the FY 2025-26, CRISIL Ratings Limited revised its rating outlook on the long-term bank facilities to 'Positive' from 'Stable' while reaffirming the rating at 'Crisil AA+', whereas the rating on short term facilities was reaffirmed as CRISIL A1+

Material Changes and Commitment affecting the financial position

There are no material changes affecting the financial position of the Company subsequent to the closure of the FY 2025-26 till the date of this report. However, the Company has subscribed to the Right Issue of 7,00,000 equity shares of J 100 each amounting to J 70 crores, offered by EKFL in the month of April 2026.

Change in the Nature of Business

There has been no change in the nature of business of the Company, except as detailed out under the para of Divestment in this report.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ('POSH Policy') in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder ('POSH Act') for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this POSH Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee as per the POSH Act.

No case was filed or disposed off during the year under review and accordingly no case is pending for more than 90 days, pursuant to POSH Act.

Maternity Benefit

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961 and no complaint has been received in this regard from any employee.

Human Resources Management

Our employees are our most important assets. We are committed to hiring and retaining the best talent being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organisation culture, and rewarding merit and sustain high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career.

Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Integrated Report

The Company has provided Integrated Report, which includes non-financial and financial information to have a better understanding of the Company's long-term strategy. This report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital as per International <IR> framework.

Business Responsibility and Sustainability Report ('BRSR')

Pursuant to Regulation 34 of SEBI Listing Regulations, the BRSR is mandatory for the top 1,000 listed companies (based on market capitalisation). The BRSR seeks disclosures on the Company's performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' (NGRBCs) and is intended towards having quantitative and standardized disclosures on Environment, Social and Governance ('ESG') parameters.

The BRSR (including BRSR Core disclosures) for FY 2025-26 have been prepared in accordance with SEBI Master Circular dated January 30, 2026 read with Industry Standards on BRSR Core as prescribed by SEBI. Prescribed by SEBI is enclosed as Annexure-I and forms an integral part of this Report. The Company has undertaken reasonable assurance on BRSR Core indicators and limited assurance and Type 2 Moderate assurance on identified non-financial information other than BRSR Core indicators.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code ('IBC')

As on the date of the Report, no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under IBC during the FY 2025-26.

Compliance by Large Corporate

Your Company does not fall under the category of large corporate, as defined by SEBI vide its Circular No. SEBI/HO/ DDHS/DDHS- RACPOD1/P/CIR/2023/172 dated October 19, 2023, accordingly no disclosure is required in this regard.

Disclosure of Certain Type of Agreements Binding Listed Entity

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or create any liability upon the Company except as already disclosed in the Annual Report of FY 2023-24.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors' Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that: (i) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures; (ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts for financial year ended March 31, 2026 on a 'going concern' basis; (v) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries/holding company, except the following, who are drawing remuneration from the holding company: a. Mr. Seiji Fukuoka, Whole-Time Director designated as 'Deputy Managing Director' upto August 04, 2025. b. Mr. Akira Kato, Whole-Time Director designated as Deputy Managing Director w.e.f. August 04, 2025.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. However, members attention is drawn to note 31 in the notes to accounts in the standalone financial statement and to note 33 in the notes to accounts in the consolidated financial statement which sets out information on Commitments and Contingencies.

5. Details of difference between amount of 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 reasons thereof.

6. No political contribution was made during the year under review.

Acknowledgement

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Haryana, Uttar Pradesh, Maharashtra, Tamil Nadu and Karnataka, Financial Institutions and the Company's Bankers, Customers, Dealers and all other business associates.

The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers, employee unions and staff of the Company resulting in the successful performance of the Company during the FY.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.