Key Resolution Details

The special resolution sought to increase the Employees Stock Option Grant Pool and amend the Kirloskar Oil Engines Limited - Employee Stock Option Plan 2019 (KOEL ESOP 2019). Specifically, the proposal was to increase the ESOP grant pool ceiling from 1,400,000 (fourteen lakh) shares to 1,500,000 (fifteen lakh) shares.

Voting Results and Outcome

Based on the scrutinizer's report, the special resolution was NOT passed with the requisite majority. The overall voting results showed 70.3515% votes in favor and 29.6485% votes against, but the resolution failed to meet the required threshold for special resolutions.

Category-wise Voting Breakdown:

Promoter and Promoter Group (59,705,363 shares):

  • 99.6718% participation (59,509,400 shares voted)
  • 100% voted in favor (59,509,400 shares)
  • 0% voted against

Public Institutions (54,972,768 shares):

  • 86.4589% participation (47,528,859 shares voted)
  • 33.0235% voted in favor (15,695,702 shares)
  • 66.9765% voted against (31,833,157 shares)

Public Non-Institutions (30,841,723 shares):

  • 1.1162% participation (344,248 shares voted)
  • 98.7826% voted in favor (340,057 shares)
  • 1.2174% voted against (4,191 shares)

Total Voting Summary:

  • Total outstanding shares: 145,519,854
  • Total votes polled: 107,384,507 shares (73.7923% participation)
  • Votes in favor: 75,545,159 shares (70.3515% of votes polled)
  • Votes against: 31,837,348 shares (29.6485% of votes polled)
  • Invalid/abstained votes: 88,041 shares

Scrutinizer's Report Details

Manasi Paradkar, Practicing Company Secretary (FCS-5447, CP-4385), was appointed as scrutinizer for the remote e-voting process. The e-voting period was from Saturday, 22 August 2026 at 9:00 AM IST to Sunday, 20 September 2026 at 5:00 PM IST. The cut-off date for determining voting eligibility was Friday, 14 August 2026. The remote e-voting was conducted through NSDL's platform (https://evoting.nsdl.com).

Additional Notes

The report noted that 4 shareholders representing one folio each divided their total shareholding and voted both in favor and against the same resolution, resulting in 776 members being counted as voting (though only 772 distinct shareholders participated).

Financial Impact

The failed resolution means the ESOP grant pool ceiling remains unchanged at 1,400,000 shares, with no immediate financial impact on the company's capital structure or dilution.