Kirloskar Oil Engines Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 28, 2009, has approved the Scheme of Arrangement between the Company (proposed Demerged Company) and Kirloskar Engines India Ltd (proposed Resulting Company) for demerger of Engine and Auto Component business of the Company into Kirloskar Engines India Ltd under Section 391 to 394 and other relevant Sections of the Companies Act, 1956 subject to the approval of the Stock Exchanges, Company's shareholders and Hon'ble High Court of Mumbai and the necessary approvals under various statutes. The Appointed Date for the demerger shall be April 01, 2009. Further Board has also taken on record the following: (1) The Valuation Report of M/s. Haresh Upendra & Co., Chartered Accountants, Pune, recommending exchange ratio of 3 Equity Share of Rs 2/- each of Kirloskar Engines India Ltd for every 4 Equity Share of Rs 2/- each held by the shareholders in the Company. (2) 'Fairness opinion' of Enam Securities Pvt. Ltd. Kirloskar Oil Engines Ltd has informed BSE that pursuant to the directions of the High Court of Judicature at Bombay a meeting of the Equity Shareholders of the Company was held on June 13, 2009 for considering and approving arrangement embodied in the Scheme of Arrangement between Kirloskar Oil Engines Ltd, the Demerged / Applicant Company and Kirloskar Engines India Ltd, the Resulting Company. At the said meeting a poll was conducted for considering and approving the resolutions mentioned in the notice convening the meeting. Further the Company has informed that, at the above meeting the said Scheme has been approved with modification to Schedule B thereof with an overwhelming majority in number and value and accordingly both the resolutions stand approved. (As Per BSE Announcement Website dated on 15.06.2009) Kirloskar Oil Engines Ltd has submitted to BSE a copy of Notice published in the newspaper on June 30, 2009, in respect of Notice of Petition under Sections 391 to 394 of the Companies Act, 1956 for sanction of an arrangement embodied in the Scheme of Arrangement between Kirloskar Oil Engines Ltd and Kirloskar Engines India Ltd. Notice ' A Petition under sections 391 to 394 of the Companies Act, 1956 for sanction of an arrangement embodied in the Scheme of Arrangement between, Kirloskar Oil Engines Ltd and Kirloskar Engines India Ltd (both having their registered office at Laxmanrag Kirloskar Road, Khadki, Pune 411003) was presented by the above mentioned Petitioner Companies on June 15, 2009 and the said Petition was admitted by this Hon'ble Court on June 19, 2009 and the said Petition is fixed for hearing before the Hon'ble judge taking Company matters on July 31, 2009.' (As Per BSE Announcement Website dated on 03.07.2009) Kirloskar Oil Engines Ltd has informed BSE that Hon'ble High Court of Judicature at Bombay has approved Scheme of Arrangement between the Company and Kirloskar Engines India Ltd on July 31, 2009. The final order is awaited. (As Per BSE Announcement Website dated on 03.08.2009) Kirloskar Oil Engines Ltd (KOEL) has informed BSE that the Board of Directors of the Company at its meeting held on March 09, 2010, inter alia, considered and reviewed circumstances and decided to amend certain clauses of the Scheme of Arrangement between KOEL and Kirloskar Engines India Ltd (KEIL) already sanctioned and also decided to make necessary application to take further directions from High Court so that the Scheme of Arrangement is implemented in the current financial year. The Company has submitted to BSE a copy of Board Resolution in this regard. (As Per BSE Announcement Website dated on 15.03.2010) Kirloskar Oil Engines Ltd has informed BSE that Hon'ble High Court of Judicature at Bombay has approved amendment to the Scheme of arrangement between the Company and Kirloskar Engines India Ltd. on March 19, 2010. The final order is obtained. (As Per BSE Announcement Website dated on 29.03.2010) Kirloskar Oil Engines Ltd has informed BSE that Hon'ble High Court of Judicature at Bombay has approved the Scheme of Arrangement between Kirloskar Oil Engines Ltd (Demerged Company) and Kirloskar Engines India Ltd (Resulting Company) on July 31, 2009 and also an amendment to the Scheme of Arrangement on March 19, 2010. Appointed Date is April 01, 2009 and the Effective Date as per the Scheme is March 31, 2010. The Board of Directors of the Company has noted the same in its meeting held on March 30, 2010. (As Per BSE Announcement Website dated on 30.03.2010) Kirloskar Oil Engines Ltd has informed BSE that, pursuant to the Scheme of Arrangement between Kirloskar Oil Engines Ltd and Kirloskar Engines India Ltd, as approved by the Hon'ble High Court of Judicature at Mumbai, the name of Kirloskar Oil Engines Ltd has been changed to Kirloskar Industries Ltd with effect from March 31, 2010. (As Per BSE Announcement Website dated on 01.04.2010) Kirloskar Oil Engines Ltd has informed BSE that the Hon'ble High Court of Mumbai at its hearing held on July 31, 2009 approved the Scheme of Arrangement and on March 19, 2010 also approved the amended Scheme of Arrangement between Kirloskar Oil Engines Ltd. and (KOEL) Kirloskar Engines India Ltd. (KEIL) for demerger of Engine and Auto Components business of KOEL into KEIL and Reduction and Reorganisation of Share Capital of KOEL. Further, in its meeting held on March 30, 2010, the Board of Directors of KOEL has fixed the Record Date on April 22, 2010 for the purpose of reckoning the names of the equity shareholders of KOEL to whom shares will be allotted in the KOEL and KEIL, under the Scheme. The shareholders of KOEL as holding equity shares on the Record Date in the ratio of 3 (three) equity shares in the Resulting Company, of the face value of Rs. 2/- (Rupees two only) each fully paid up for every 4 (four) equity shares of Rs. 2/- (Rupees two only) each fully paid up held by such members or his/her/its heirs/executors/administrators or successors in KOEL as per clause 14.1 of the Scheme. For e.g. as stated in Clause 16.3 of the Scheme equity shareholders of KOEL holding 20 (Twenty) Equity Shares of Rs. 2/- each as on the Record Date would be entitled to receive 15 (Fifteen) Equity Shares of Rs. 2/- each in the Resulting Company and balance 5 (Five) Equity Shares of Rs. 2/- each shall be consolidated into 1(One) Equity Shares of Rs. 10/- each held by such members. Further, as per the Scheme of Arrangement and as an integral part of the Scheme, the issued, subscribed and paid up share capital of KOEL will be reduced to Rs. 9,70,86,500/-, Rs. 9,70,86,500/- and Rs. 9,70,86,190/- respectively from Rs. 39,07,06,960, Rs. 38,83,46,000 and Rs. 38,83,44,760, respectively by cancelling Rs. 29,36,20,460, Rs. 29,12,59,500 & Rs. 29,12,58,570 respectively as being no longer represented by the assets of the Company and the consolidation of remaining issued, subscribed and paid up share capital of the Company into 97,08,650 Equity Shares 97,08,650 Equity Shares and 97,08,619 Equity Share of Rs. 10/- each respectively. Consequent to such reduction, the shares held by the shareholders of KOEL shall stand cancelled as on the Record Date for the facilitation of issue of new shares by the KOEL (i.e. Demerged Company Consolidated Shares) and KEIL (i.e. New Resulting Company Equity Shares). (As Per BSE Announcement Website dated on 06.04.2010) SUB. :- Scheme of Arrangement of Kirloskar Oil Engines Ltd. (Scrip Code 500243) Trading Members of the Exchange are hereby informed that, Kirloskar Oil Engines Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE Kirloskar Oil Engines Ltd. (500243) RECORD DATE 22/04/2010 PURPOSE Scheme of Arrangement: - Demerger of Engine and Auto Components Business of Kirloskar Oil Engines Ltd. [KOEL] and its vesting in Kirloskar Engines India Ltd. Upon the coming into effect of the Scheme and in consideration of the Demerger including the transfer and vesting of the Engine and Auto Components Business of Kirloskar Oil Engines Ltd. into Kirloskar Engines India Ltd., Kirloskar Engines India Ltd. shall issue and allot in the ratio of 3 (THREE) equity shares of Rs.2/- each fully paid up of Kirloskar Engines India Ltd. for every 4 (FOUR) Equity Shares of Rs.2/- each fully paid up held in Kirloskar Oil Engines Ltd. AND Reorganisation of Share Capital of Kirloskar Oil Engines Ltd. Consequent to the Demerger the paid up share capital of KOEL shall be reduced from Rs.38,83,44,760 divided into 19,41,72,380 Equity Shares of Rs.2/- each TO Rs.9,70,86,190 divided into 4,85,43,095 Equity Shares of Rs.2/- each. Further, the reduced capital of Rs.9,70,86,190 divided into 4,85,43,095 Equity Shares of Rs.2/- each shall be consolidated into Rs.9,70,86,190 divided into 97,08,619 Equity shares of Rs.10/- each. Hence, pursuant to the Demerger and reorganization of the share capital as above, every shareholder holding say 20 equity shares of Rs.2/- each in KOEL will be issued: a) 15 equity shares of Rs.2/- each of Kirloskar Engines India Ltd. and b) 1 equity share of Rs.10/- each of KOEL (post Demerger and Reorganisation) NO DEALINGS FROM DATE & SETT. NO. 21/04/2010 DR-015/2010- 2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 16.04.2010) Kirloskar Oil Engines Ltd has informed BSE that pursuant to the Scheme of Arrangement between Kirloskar Oil Engines Ltd. (Demerged Company) and Kirloskar Engines India Ltd. (Resulting Company) as approved by the shareholders and Hon'ble High Court of Judicature at Bombay by its order dated July 31, 2009 read with order dated March 19, 2010, the Committee of Board of Directors of the Company on March 30, 2010 approved issue of 97,08,650 equity shares of Rs. 10/- each of the Company aggregating to Rs. 9,70,86,500/- on account of reduction and consolidation against Subscribed 19,41,73,000 Equity Shares as on Appointed Date April 01, 2009. In terms of the Scheme of Arrangement, this issue and allotment has been done by the Committee of Board of Directors to the respective beneficiaries of Demerged Company on the record with both the depositories i.e. National Securities Depository Ltd and Central Depository Services (India) Ltd / shareholders as on the Record Date i.e. April 22, 2010. (As Per BSE Announcement Website dated on 30.04.2010) Kirloskar Oil Engines Ltd has informed BSE that pursuant to the Scheme of Arrangement between Kirloskar Oil Engines Ltd (now known as Kirloskar Industries Ltd) and Kirloskar Engines India Ltd as approved by the Hon'ble High Court of Judicature at Bombay, the name of the 'Kirloskar Engines India Ltd' has been changed to 'Kirloskar Oil Engines Ltd' with effect from June 02, 2010. (As Per BSE Announcement Website dated on 03.06.2010) Trading members of the Exchange are hereby informed that the under mentioned securities of Kirloskar Oil Engines Limited are listed and permitted for trading on the Exchange with effect from Thursday, June 24, 2010. Name of the Company : Kirloskar Oil Engines Limited (KOEL) Registered Office : Laxmanrao Kirloskar Road, Khadki, Pune - 411 003, Maharashtra Tel. No.: 020 - 2581 0341/ 2581 5341 Fax No.: 020 - 2581 3208 Securities : 97,08,619 Equity shares of Rs.10/- each fully paid-up issued pursuant to the scheme of Arrangement. Distinctive numbers : 1 to 9708619 Scrip Code : 500243 Group : B Market Lot : 1 Face Value & Paid up value :Rs.10/- each fully paid Scrip ID on BOLT System : KIRLOIL Abbreviated name on BOLT System : KIR OIL ENG ISIN No. : INE250A01039 2. The brief particulars of the scheme of arrangement are as mentioned below: a) The scheme of arrangement of the Company was approved by the Hon'ble High Court of Bombay; vide its order dated July 31, 2009 & March 19, 2010. b) Appointed date: April 01, 2009. c) Effective Date: March 31, 2010. d) Date of Allotment: April 30, 2010. e) The issued, subscribed and paid-up equity capital of the company before the scheme of arrangement was Rs.3883.45 lacs consisting of 19,41,72,380 equity shares of face value of Rs.2/- each fully paid up. f) Pursuant to the scheme the Engine & Auto Components business of the Company demerged and vested into Kirloskar Engines India Limited (KEIL) and in consideration thereof KEIL has issued 3 (Three) equity share of Rs.2/- each for every 4 (four) equity share of Rs.2/- each held in KOEL. g) Further as per the scheme, the existing paid-up capital of the company has been reduced by 75%. Consequently the company has issued 1 (one) new equity share of Rs.2/-each against 4 (four) existing equity shares of Rs.2/- each and thereafter consolidation of 5 (five) equity shares of Rs.2/- each into 1(one) equity share of Rs.10/- each. h) The issued, subscribed and paid-up capital of the company post arrangement comes to Rs.970.86 lacs consisting of 97,08,619 equity shares of face value of Rs.10/- each. 3. The company has applied for change in name from its present name to 'Kirloskar Industries Limited' 4. As per Exchange Notice No 20100416-10 dated April 16, 2010 the company has fixed the 'Record date' as April 22, 2010 for giving effect to the scheme of arrangement and accordingly dealing in the abovementioned securities of the company was stopped with effect from April 21, 2010. 5. Trading members may also note that in respect of shares held in physical form, the company has issued new certificates without surrender of the old equity shares certificates of the company and accordingly the old share certificates shall stand cancelled. 6.Trading members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Name of the company appearing on the share certificate 1. Kirloskar Oil Engines Limited 2. Kirloskar Oil Engines Limited Distinctive Numbers 1. 1 - 194172380 2. 1 - 9708619 Date of Issue 1. Before Record date 2. After Record date Good/Bad Delivery 1. Bad 2. Good Hence, trading members should take due care and abundant caution while dealing/receiving/delivering these shares of the company from/to the market. 7. The share transfer documents should be sent to the registrar & share transfer agents of the company at the address mentioned below: Link Intime India Pvt. Ltd. Unit: Kalyani Steels Limited Block No.202, Akshay Complex, 2nd Floor, Off Dhole Patil Road, Near Ganesh Mandir, Pune - 411 001 (As Per BSE Notice Dated on 22.06.2010) Please find enclosed herewith disclosure under Regulation 30(2) of the SEBI (LODR) Regulations, 2015 read with clause 5A of Para A of Part A of Schedule III thereof (inserted pursuant to the SEBI (LODR) (Second Amendment) Regulations, 2023) and the SEBI Circular dated July 13, 2023. (As per BSE Announcement Dated on 03/08/2023)