Press Release

Date: 6th November 2026 BSE Scrip Code: 533293 NSE Scrip Code: KIRLOSENG To To Corporate Relationship Department Listing Department BSE Limited National Stock Exchange of India Ltd. 1st Floor, Rotunda Building, Exchange Plaza, C -1, Block G, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Dear Sir/Madam, Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, this is to inform you that the Board of Directors (“Board”) of Kirloskar Oil Engines Limited (“the Company / KOEL”) at its meeting held today, i.e., 6th November 2026, inter alia, has approved the execution of a Shareholders’ Agreement (“SHA”) with Arka Fincap Limited (“AFL”), a step down subsidiary of KOEL, Arka Financial Holdings Private Limited (“AFHPL”), a wholly owned subsidiary of KOEL and TPG SG Arca Pte. Ltd. (“TPG/Investor”) to record the inter se rights and obligations of AFL, KOEL, AFHPL and TPG in relation to AFL, in their respective capacities as shareholders of AFL pursuant to TPG’s proposed investment in AFL. Pursuant to the aforesaid Board approval, the SHA has been executed today, i.e., 6th November 2026. The additional details as required pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder, read with the SEBI Circular no. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated 30th January 2026, are enclosed herewith as Annexure A. The meeting of the Board commenced at 3.40 pm and concluded at 4.10 pm. We are enclosing our press release in this regard which is marked as Annexure B. You are requested to take the same on your record. Thanking you, Yours faithfully, For Kirloskar Oil Engines Limited Amruta Thigale Company Secretary and Compliance Officer Encl.: As above. Annexure A Information as required under Regulation 30 - Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including amendments thereunder Sr. Particulars Description 1 If the listed entity is a party to the The counterparties of KOEL to the shareholders’ agreement, agreement dated 6th November, 2026 (“SHA”) are: i. details of the counterparties (including (a) Arka Fincap Limited (“AFL”), a step-down name and relationship with subsidiary of KOEL; the listed entity); (b) TPG SG Arca Pte. Ltd. (“TPG/Investor”), in its capacity as a financial investor; and (c) Arka Financial Holdings Private Limited (“AFHPL”), a wholly owned subsidiary of KOEL. (collectively, with KOEL, referred to as “Parties”). 2 If listed entity is not a party to the Not Applicable. agreement, i. name of the party entering into such an agreement and the relationship with the listed entity; ii. details of the counterparties to the agreement (including name and relationship with the listed entity); iii. date of entering into the agreement. 3 Purpose of entering into the The Parties have entered into the SHA to record their agreement; inter-se relationship in their capacity as shareholders of AFL as well as to record their respective rights and obligations with regard to the management and operation of AFL pursuant to the proposed investment by the Investor in AFL. The SHA has been executed in connection with the proposed investment by the Investor in AFL, by way of subscription to certain equity shares and compulsorily convertible preference shares of AFL in two tranches, pursuant to a securities subscription agreement of even date executed between AFL and the Investor (“SSA”). 4 Shareholding, if any, in the entity KOEL currently holds 100% of the equity shareholding with whom the agreement is in AFHPL and through AFHPL, holds 90.279% of the executed; equity shareholding in AFL on a fully diluted basis. KOEL does not hold any shareholding in the Investor. After subscription by the Investor to the first tranche of the subscription securities in terms of the SSA, KOEL will, through AFHPL, hold 68.587% of the equity shareholding in AFL on a fully diluted basis, and after completion of subscription by the Investor to the second tranche of the subscription securities in terms of the SSA, will, through AFHPL hold 62.607% of the equity shareholding in AFL on a fully diluted basis. 5 Significant terms of the agreement The SHA will become effective on the completion of the (in brief); Investor’s subscription to the first tranche of the subscription securities under the SSA and contains customary provisions with respect to governance (including the right of the Investor to appoint one nominee director), minority protection rights (including certain reserved matters), alteration of share capital, transfer restrictions, exit rights and such other clauses. 6 Extent and the nature of impact on There is no impact on the management or control of management or control of the KOEL pursuant to the execution of the SHA. The SHA listed entity; does not confer on the Investor any right in relation to the board, management or shares of KOEL. 7 Details and quantification of the KOEL has undertaken certain customary restrictions on restriction or liability imposed upon direct or indirect transfer of its shareholding in AFL. the listed entity Further, KOEL has also agreed for itself and its affiliates that the NBFC lending business by the group will be carried on exclusively through AFL and that they shall not set up or invest in any other NBFC lending businesses, subject to certain carve-outs. 8 Whether, the said parties are The Investor is not related to the promoter/ promoter related to promoter/promoter group or group companies of KOEL including, AFHPL group/ group companies in any and AFL. manner. If yes, nature of relationship; 9 Whether the transaction would fall No. within related party transactions? If yes, whether the same is done at “arm’s length”; 10 In case of issuance of shares to the (a) Subject to completion of certain conditions parties, details of issue price, class precedent applicable to the first tranche, 100 of shares issued; (One Hundred) equity shares and 32,53,45,231 (Thirty Two Crore Fifty Three Lakh Forty Five Thousand Two Hundred Thirty One) compulsorily convertible preference shares for an aggregate subscription consideration of INR 525,00,00,003 (Indian Rupees Five Hundred Twenty Five Crore Three); and (b) Subject to completion of certain conditions precedent applicable to the second tranche (including the achievement by AFL of certain agreed business milestones and procurement of applicable regulatory approval(s)), 12,93,34,496 (Twelve Crore Ninety Three Lakh Thirty Four Thousand Four Hundred Ninety Six) compulsorily convertible preference shares for an aggregate subscription consideration of INR 275,00,00,588 (Indian Rupees Two Hundred Seventy Five Crore Five Hundred Eighty Eight). 11 Any other disclosures related to Not applicable. such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; 12 In case of rescission, amendment or Not applicable. alteration, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier); v. reasons for rescission and impact thereof (including impact on management or control and on the restriction or liability quantified earlier). PRESS RELEASE Kirloskar-backed Arka Fincap secures investment from TPG to accelerate growth and retail transformation Partnership to support Arka’s ambition to build a scaled, diversified and secured retail-led financial institution.  Strategic investment from [Showing first 8,000 characters — download PDF for full document]