Key Resolution Details

The company proposes a special resolution to increase the employee stock option grant pool under the Kirloskar Oil Engines Limited - Employee Stock Option Plan 2019 (KOEL ESOP 2019). The resolution seeks to:

  • Increase the ceiling of grant pool by 100,000 options
  • Raise the total ceiling from 1,400,000 (fourteen lakh) to 1,500,000 (fifteen lakh) employee stock options
  • Authorize the Board of Directors to grant options from time to time within this limit

Voting Details

  • Cut-off date for eligibility: Friday, 14th August 2026
  • Remote e-voting period: Saturday, 22nd August 2026 at 9:00 AM IST to Sunday, 20th September 2026 at 5:00 PM IST
  • Results declaration: On or before 22nd September 2026
  • Voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mrs. Manasi Paradkar, Practicing Company Secretary, Pune

ESOP Plan Features (After Amendment)

  • Eligible Participants: Employees working in India or abroad; Directors (excluding promoters); Employees of subsidiary companies (excluding financial service subsidiaries like Arka Fincap Limited)
  • Exclusions: Promoters/promoter group; Directors holding >10% equity; Independent Directors
  • Vesting Period: Minimum 1 year, maximum 4 years from grant date
  • Exercise Period: Up to 3 years from vesting date
  • Exercise Price: Maximum 40% discount to latest available closing price prior to grant date
  • Maximum Grant: 300,000 options per employee per financial year
  • Share Face Value: INR 2 per equity share
  • Implementation: Directly by company (no trust involved)
  • Lock-in: No lock-in period, but subject to insider trading regulations

Historical Context

The KOEL ESOP 2019 was originally approved by shareholders on 9th August 2019 (14 lakh options) and amended on 12th August 2021 to extend coverage to subsidiary companies. The entire existing grant pool of 14,00,000 options has been utilized.

Corporate Action Adjustments

The resolution includes provisions for automatic adjustment of option numbers and exercise prices in case of corporate actions like rights issues, bonus issues, or changes in capital structure to maintain fair value for option grantees.

Documentation Availability

The notice and explanatory statement are available on the company website (www.kirloskaroilengines.com), stock exchange websites (BSE, NSE), and NSDL's e-voting portal. Physical copies are not being sent; only electronic communication to registered email addresses.