Kirloskar Oil Engines Limited has fixed August 14, 2026, as the cut-off date for shareholders to record their entitlement to vote electronically on a proposed amendment to its employee compensation framework. The company is seeking shareholder approval to increase the existing Employee Stock Options pool ceiling under the 'Kirloskar Oil Engines Limited – Employee Stock Option Plan 2019' (KOEL ESOP 2019) by an additional 100,000 options. This move aims to expand the pool of available equity instruments for employee retention and incentive programs, subject to final member approval.

The Board of Directors approved the conduct of the Postal Ballot during a meeting held on August 6, 2026. The proposal was recommended by the Nomination and Remuneration Committee. The voting process will be conducted pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014. Shareholders will be able to cast their votes through remote e-voting for the business to be transacted via this postal ballot mechanism.

Key Details of the Proposal

The Board meeting commenced at 1:45 pm and concluded at 4:45 pm on August 6, 2026. The company stated that the notice for the postal ballot will be circulated to members in due course, within the prescribed timelines mandated by regulatory authorities.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing also references SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Furthermore, the fixation of the cut-off date adheres to Regulations 42 and 44 of the SEBI (LODR) Regulations, 2015. The Company Secretary and Compliance Officer, Farah Irani, signed off on the communication to the BSE Limited and National Stock Exchange of India Ltd.

Kirloskar Oil Engines Limited reduced its outstanding employee stock option pool by 36,108 units following voluntary surrenders by employees. The company’s Board of Directors approved the cancellation during a meeting held on August 6, 2026, adjusting the total number of available options from the initially granted 2,40,000 to 2,03,892. This move ensures that the equity incentive plan aligns with actual employee uptake and retention, preventing unutilized options from diluting shareholder value unnecessarily.

The decision follows an earlier approval by the Nomination and Remuneration Committee on May 14, 2026, which authorized the grant of 2,40,000 options under the ‘Kirloskar Oil Engines Limited – Employee Stock Option Plan 2019’ (KOEL ESOP 2019). The subsequent cancellation was also reviewed and approved by the Nomination and Remuneration Committee during its meeting on August 6, 2026, before being ratified by the full Board. All other terms of the original grant remain unchanged, ensuring continuity for the remaining option holders.

The Board meeting commenced at 1:45 pm and concluded at 4:45 pm. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Securities and Exchange Board of India (Share Based Employees Benefits and Sweat Equity) Regulations, 2021. It also references clause 10 of Part A of Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026.

Key Details of ESOP Adjustment

The cancellation process highlights the dynamic nature of employee benefit plans, where initial allocations are often adjusted based on individual employee decisions regarding vesting and exercise conditions. By cancelling these specific options, Kirloskar Oil Engines maintains the integrity of its compensation structure while adhering to regulatory transparency requirements. The company’s Company Secretary and Compliance Officer, Farah Irani, certified the disclosure for submission to the BSE Limited and the National Stock Exchange of India Ltd.