Kirloskar Oil Engines Limited announced that Satish Jamdar (DIN 00036653) has ceased to be an Independent Director on August 3, 2026, marking the conclusion of his second consecutive four-year term. His departure also results in him stepping down from the Audit Committee, where he served as a member, and from his positions as Chairman of both the Nomination and Remuneration Committee and the Risk Management Committee. The cessation took effect at the close of working hours on August 3, 2026.

The Board approved Jamdar’s re-appointment for this second term during the meeting held on August 11, 2022, with the appointment effective from August 4, 2022. This filing serves as formal intimation to the stock exchanges pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder. The company cited the completion of his tenure as the sole reason for the change in directorship.

Committee Vacancies

Jamdar’s exit creates vacancies in critical oversight roles within the company’s governance structure. As Chairman of the Nomination and Remuneration Committee and the Risk Management Committee, he was responsible for overseeing executive appointments, compensation structures, and enterprise risk protocols. His role as a member of the Audit Committee further placed him at the center of financial reporting oversight. The company must now appoint successors to fill these specific committee seats in accordance with regulatory requirements for independent director representation.

Regulatory Compliance

The disclosure aligns with SEBI Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, which mandates detailed reporting of changes in board composition. Farah Tehmtan Irani, Company Secretary and Compliance Officer, signed the intimation submitted to both the BSE Limited and the National Stock Exchange of India Ltd. The filing includes Annexure A, detailing the particulars of the cessation as required under Part A of Para A of Schedule III of the SEBI LODR Regulations.

What the Numbers Show

The departure of Satish Jamdar reflects the standard rotation mechanism for independent directors mandated by Indian corporate governance norms, which limit independent directors to two consecutive terms of up to five years each. With Jamdar completing exactly eight years of service (from August 2018 to August 2026, assuming the first term preceded the 2022 re-appointment), the company is adhering strictly to the tenure caps designed to ensure fresh perspective and accountability on the board. The simultaneous exit from all three key committees underscores the comprehensive nature of his role, requiring the Board to coordinate multiple appointments to maintain regulatory compliance across audit, remuneration, and risk functions.

Kirloskar Oil Engines Limited has filed a revised copy of its Annual Report for the Financial Year 2025-26, including the Notice of the Annual General Meeting (AGM) scheduled for Friday, August 7, 2026. The re-submission, made pursuant to Regulation 30 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, clarifies that the only change made is to the image on the cover page; the text and content of the Annual Report 2025-26 remain entirely unchanged.

AGM and Record Date Details

The 17th Annual General Meeting will be held on Friday, August 7, 2026 at 11:30 AM IST via Video Conferencing or Other Audio Visual Means. The Board of Directors has recommended a final dividend of ₹4.50 per equity share (225%) for FY 2025-26, subject to shareholder approval at the AGM. The record date for dividend eligibility is July 31, 2026, and the Register of Members and Share Transfer Books will remain closed from August 1 to August 7, 2026 (both days inclusive). Remote e-voting will be available from August 4, 2026 (9:00 AM IST) to August 6, 2026 (5:00 PM IST).

FY 2025-26 Financial Highlights

The Annual Report highlights a strong financial performance for FY 2025-26. Standalone net sales stood at ₹5,604 crores, a 25% year-on-year increase, while EBITDA grew 33% to ₹737 crores. EBITDA margins improved by 90 basis points to 13.10%. Net profit from continuing operations grew 35% to ₹464 crores. The company's net cash position (post-debt, including treasury) stood at ₹552 crores.

Business Segment Performance

The Power Generation business grew 32% over the previous year, with quarterly revenues crossing ₹700 crores for the first time in Q4 FY 2025-26. Industrial revenues reached ₹1,444 crores for the full year, growing 22%, driven by Defence, Nuclear, and Marine segments. Gross international revenues crossed ₹1,000 crores in FY 2025-26, growing 37% for the Group. The Board approved two sequential capacity investments at the Kagal manufacturing site — Phase 1 of ₹700 crores and Phase 2 of ₹1,400 crores — to support growing demand.

The company also completed the transfer of its B2C business segment (Water Management Solutions) to its wholly owned subsidiary KOEL Fluid Dynamics Private Limited with effect from October 11, 2025, and incorporated Kirloskar Advanced Systems Private Limited as a new subsidiary focused on defence and strategic sectors.

Dividend and Tax Provisions

The total dividend payout for FY 2025-26 amounts to 350%, comprising an interim dividend of 125% (₹2.50 per share) already paid and the proposed final dividend of 225% (₹4.50 per share). In accordance with the Income Tax Act, 2025, dividend is taxable in the hands of shareholders, and TDS will be deducted at applicable rates. Shareholders are advised to submit Form 121 (for resident individuals) or relevant declarations (for non-residents) to the Registrar and Share Transfer Agent, MUFG Intime India Private Limited, before July 31, 2026.

The revised Annual Report for FY 2025-26 is available on the company's website at www.kirloskaroilengines.com .

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE146L01010/38c0b862-1ca0-4dd6-9db3-d4bd0100b3e7.pdf