Shareholders meeting

Date: 21st August 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, Subject: Postal Ballot Notice In continuation of our earlier communication vide letter dated 6th August 2026 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, issued to the members of the Company for seeking approval of the members of the Company by Special Resolution for consideration and approval of the Increase in the Employees Stock Option Grant Pool and amendment in the Kirloskar Oil Engines Limited – Employee Stock Option Plan 2019 (KOEL ESOP 2019). Pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), including amendments thereunder, General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 20/2020 dated 5th May 2020, 03/2022 dated 5th May 2022 and subsequent Circulars issued in this regard, the latest being 03/2025 dated 22nd September 2025 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder (“the Regulations”), and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable Laws, Rules and Regulations (including any statutory modification or re- enactment thereof for the time being in force), the Postal Ballot Notice is being sent only by electronic mode to the members of the Company whose names appear in the Register of Members / list of Beneficial Owners as on Friday, 14th August 2026 i.e., the Cut-off date and whose email addresses are registered with the Company / the Registrar and Share Transfer Agent (“RTA”) viz. MUFG Intime India Private Limited (earlier known as Link Intime India Private Limited) / Depositories. As per the provisions of the MCA Circulars, members shall vote only through the remote e-voting process. The Company has completed the electronic dispatch of the Postal Ballot Notice dated 6th August 2026 on 21st August 2026. The Company has engaged the services of the National Securities Depository Limited (“NSDL”) for providing e-voting facility. The e-voting period will commence on Saturday, 22nd August 2026, at 9.00 am (IST) and ends on Sunday, 20th September 2026, at 5.00 pm (IST). The results of the Postal Ballot will be announced on or before 22nd September 2026. The Notice of Postal Ballot is also available on the website of the Company, viz., www.kirloskaroilengines.com. You are requested to take the same on record. Thanking you, Yours faithfully, For Kirloskar Oil Engines Limited Farah Irani Company Secretary and Compliance Officer Encl.: As above. POSTAL BALLOT NOTICE [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, Government of India] Dear Member(s), NOTICE is hereby given to the members of Kirloskar Oil Engines Limited (“the Company”), pursuant to the provisions of Sections 108, 110 and other applicable provisions , if any, of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), including amendments thereunder, General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 20/2020 dated 5th May 2020, 03/2022 dated 5th May 2022 and subsequent Circulars issued in this regard, the latest being 03/2025 dated 22nd September 2025 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder (“the Regulations”), and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable Laws, Rules and Regulations (including any statutory modification or re- enactment thereof for the time being in force), for seeking approval of the members of the Company by means of Postal Ballot by voting through electronic means only (Remote e- voting) on the Resolution set out in this Notice. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to all those members whose names appear in the Register of Members / list of Beneficial Owners as on 14th August 2026 (Friday) (“Cut-off date”) who have registered their e-mail addresses with the Company / the Registrar and Share Transfer Agent (“RTA”) viz. MUFG Intime India Private Limited (earlier known as Link Intime India Private Limited) / Depositories. If your e-mail address is not registered with the Company / RTA viz. MUFG Intime India Private Limited (earlier known as Link Intime India Private Limited) / Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e voting. The communication of the assent or dissent of the members would only take place through the remote e-voting system. The proposed resolution and the explanatory statement pertaining to the resolution in terms of the provisions of Sections 102 and 110 of the Act and other applicable provisions, if any, setting out all material facts and reasons thereof is appended to this Notice. The Company has appointed Mrs. Manasi Paradkar, Practicing Company Secretary, Pune, (Membership No. FCS 5447, CP No. 4385), as the Scrutinizer for conducting the postal ballot through remote e-voting process in a fair and transparent manner. Pursuant to Section 108 of the Act and other applicable provisions of the Act, read with Companies (Management and Administration) Rules, 2014, and in compliance with Regulation 44 of the Regulations, as amended from time to time, the Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facility to the members of the Company. Voting through Postal Ballot by way of remote e-voting shall commence on 22nd August 2026 (Saturday), at 9.00 am (IST) and end on 20th September 2026 (Sunday), at 5.00 pm (IST). The Scrutinizer's decision on the validity of votes shall be final. The Scrutinizer will submit her Report to the Chairman or Vice Chairperson & Managing Director or the person authorised by him/her in writing, upon completion of the scrutiny of the votes cast through remote e-voting. The result of the Postal Ballot shall be declared on or before 22nd September 2026. The results along with the Scrutinizer's Report will be displayed on the Company's website viz. www.kirloskaroilengines.com and will also be communicated to the Stock Exchanges where the Company's shares are listed viz. BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). NSDL has been engaged by the Board of Directors of the Company for facilitating remote e-voting, and will also display these Results on their website www.evoting.nsdl.com. The resolution passed through the Postal Ballot shall be deemed to have been passed at a general meeting of members of the Company convened on that behalf. SPECIAL BUSINESS: TO CONSIDER AND APPROVE THE INCREASE IN THE EMPLOYEES STOCK OPTION GRANT POOL AND AMENDMENT IN THE [Showing first 8,000 characters — download PDF for full document]