Kirloskar Oil Engines Ltd

Meeting Details

• Date and time: Wednesday, 26 August 2026, 4:45 PM to 5:30 PM.
• Type and mode: Virtual group meeting.
• Investor groups: Capital International; Balyasny Asset Management; Strategic Growth Advisors.
• Purpose: Management interaction with investors/analysts.

Special Resolution: Increase KOEL ESOP 2019 pool

• Purpose: Increase KOEL ESOP 2019 grant pool via Special Resolution.
• Ceiling increases from 14,00,000 to 15,00,000 options.
• Board authorized to grant options in one or more tranches.
• Eligibility excludes promoters and independent directors; includes employees, non-promoter directors, and subsidiaries.
• One option converts to one equity share; exercise price up to 40% discount.
• Maximum grant per employee and aggregate: 3,00,000 options; total 15,00,000.
• No trust; shares issued on exercise; listing to be effected.
• Adjustments for corporate actions to preserve value; ceiling increases proportionately.
• Vesting maximum four years; may vest in one or more tranches.
• Exercise period up to three years from vesting.
• Listing of allotted shares on stock exchanges; approvals for intermediaries.
• Results to be announced on or before 22 Sep 2026.

Independent Director re-appointment

• AGM 7 Aug 2026 approved Yogesh Kapur's re-appointment as Independent Director for second 5-year term starting 29/09/2026.

AGM details

• Date: 7 August 2026; Time: 11:30 IST; Hybrid physical meeting with e-voting facility.
• Remote e-voting open 4–6 August 2026; AGM e-voting on 7 August 2026.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of audited standalone and consolidated financial statements; passed.
• Resolution 2: Final dividend of Rs 4.50 per share; interim Rs 2.50 paid; passed.
• Resolution 3: Re-appointment of Rahul C. Kirloskar; retired by rotation; passed.
• Resolution 4: Re-appointment of G. D. Apte & Co. as statutory auditors; second term; remuneration as stated; passed.
• Resolution 5: Ratification of remuneration payable to Cost Auditors M/s Parkhi Limaye & Co.; passed.
• Resolution 6 (Special): Re-appointment of Yogesh Kapur as Independent Director; passed with 85.35% in favour.

Meeting Details

• Date and time: 7 August 2026, 4:00 p.m. IST.
• Type and mode: conference call, virtual.
• Event: Conference Call for Investors and Analysts.

Participants

• Key company participant: Company Secretary and Compliance Officer.

Purpose

• Discuss unaudited quarterly results for quarter ended 30 June 2026.

Additional Notes

• Audio recording available on the company website.

AGM Details

• Date: 7 August 2026; Time: 11:30 IST; Mode: VC/OAVM.

Resolutions

• Adoption of audited standalone and consolidated financial statements for year ended 31 March 2026.
• Final dividend of Rs 4.50 per share; interim dividend of Rs 2.50 per share already paid.
• Re-appointment of Rahul C. Kirloskar, retiring by rotation.
• Re-appointment of G. D. Apte & Co. as Statutory Auditors for a second five-year term.
• Ratification of remuneration payable to the Cost Auditor.
• Re-appointment of Yogesh Kapur as Independent Director for second five-year term from 29 September 2026.

Director Changes

• Rahul C. Kirloskar re-appointed; retires by rotation.
• Yogesh Kapur re-appointed as Independent Director for second term from 29 September 2026.

Auditor Appointments

• G. D. Apte & Co. re-appointed as Statutory Auditors for five-year term.

Voting/Disclosure

• Voting results will be submitted separately with Scrutinizer’s report.

Acquisition details

• Acquires remaining 49% stake (4900 units) in Wildcat Power Gen, USA.
• Purchase price is USD 31 per unit, paid by Kirloskar Americas Corporation.
• Post-acquisition, Engines LPG becomes a wholly owned subsidiary of KAC and step-down of KOEL.
• Indicative completion by 30 September 2026, subject to regulatory approvals.
• Total cost for 49% stake: USD 0.15 million.
• Consolidates 100% ownership to enable faster strategy execution and governance.
• Engine LPG is a U.S.-based genset OEM with EPA-certified offerings.
• KOEL subsidiary KAC has held 51% since November 29, 2023.
• FY25-26 revenue for Engines LPG: USD 4.71 million.
• Industry: power generation equipment manufacturing and services.

Business Overview

• Core engine manufacturing with Power & Energy (B2B) and Fluid Dynamics (B2C) segments.
• KOEL's group includes AFHPL in Financial Services.
• Standalone B2C was transferred to KFD; consolidated results unaffected.

Key Operational Highlights

• Domestic double-digit growth across all segments.
• Broad-based domestic demand with market-share gains in Powergen.
• International markets slow due to Middle East geopolitical uncertainties.
• AFHPL revenue: ₹210 crore; PAT: ₹6.9 crore; total debt ₹5,033 crore.
• AFHPL total AUM ₹7,651 crore as of 30 June 2026.
• Debt up to ₹5,033 crore; D/E ratio 3.7x; treasury assets ₹874 crore.

Financial Performance

• Standalone Revenue From Operations: ₹1,471.3 crore; YoY +16%.
• Standalone EBITDA: ₹165.5 crore; margin 11.2%.
• Standalone PAT margin: 6.7%.
• Consolidated Revenue From Operations: ₹1,999.5 crore; YoY +13%.
• Consolidated PBT from continuing operations: ₹151.1 crore.
• Consolidated PAT from continuing operations: ₹111.1 crore.
• Finance costs: ₹116.0 crore; depreciation: ₹48.5 crore.

Capital Structure & Liquidity

• Total debt: ₹5,033 crore; treasury assets: ₹874 crore.
• Debt-to-equity ratio: 3.7x as of 30 June 2026.

Strategic Priorities & Outlook

• Focus on domestic demand growth and market-share gains in Powergen.
• Grow secured granular retail loan book via AFHPL.

Risks & Mitigation

• International market slowdown due to geopolitical uncertainties; domestic focus mitigates impact.

Governance

• Company Secretary and Compliance Officer: Farah Irani.