Kirloskar Oil Engines has issued a postal ballot notice seeking shareholder approval to increase its employee stock option grant pool ceiling by 1,00,000 options. The amendment expands the total limit from 14,00,000 to 15,00,000 equity shares under the Kirloskar Oil Engines Limited – Employee Stock Option Plan 2019 (KOEL ESOP 2019).

The company disclosed that the existing grant pool of 14,00,000 stock options has been fully utilized. Shareholders holding shares as on the cut-off date of August 14, 2026, are eligible to vote via remote e-voting through National Securities Depository Limited (NSDL). The voting window commences on August 22, 2026, at 9:00 am and concludes on September 20, 2026, at 5:00 pm.

Key Details of the Proposal

The increase in the ESOP pool is designed to help the company attract and retain talent by aligning employee interests with shareholder value. The Nomination and Remuneration Committee recommended the amendment to the Board of Directors.

Eligible beneficiaries include employees working in India or abroad, non-promoter directors, and employees of subsidiary companies, excluding those engaged in financial services such as Arka Fincap Limited. Promoters, directors holding more than 10% equity, and independent directors are excluded from the scheme.

Scheme Features

The KOEL ESOP 2019 involves a new issue of shares upon exercise of options, with no trust involvement. Key terms of the plan remain unchanged except for the increased ceiling:

• Vesting Period: Minimum of one year and maximum of four years from the date of grant.
• Exercise Price: Granted at a discount of up to 40% to the latest available closing price on the stock exchange.
• Exercise Period: Commences from vesting and expires no later than three years from the date of vesting.
• Lock-in: No lock-in period applies to shares allotted upon exercise, subject to insider trading regulations.

The company appointed Mrs. Manasi Paradkar, Practicing Company Secretary, as the scrutinizer for the postal ballot process. Results will be declared on or before September 22, 2026.

Kirloskar Oil Engines Limited will host a virtual group meeting with select investors and analysts on Wednesday, August 26, 2026.

The interaction is scheduled from 4:45 pm to 5:30 pm. The company disclosed the schedule pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Details

The virtual session will include participation from Capital International, Balyasny Asset Management, and Strategic Growth Advisors. The company noted that the schedule remains subject to change due to exigencies.

Farah Irani, Company Secretary and Compliance Officer, confirmed the disclosure to the Bombay Stock Exchange and National Stock Exchange of India Ltd.