5332932026-11-072026-11-075332932026-11-075332932026-11-072026-11-07PartiesOfTheAgreementDomain15332932026-11-07PartiesOfTheAgreementDomain15332932026-11-072026-11-07PartiesOfTheAgreementDomain25332932026-11-07PartiesOfTheAgreementDomain25332932026-11-072026-11-07PartiesOfTheAgreementDomain35332932026-11-07PartiesOfTheAgreementDomain35332932026-11-072026-11-07PartiesOfTheAgreementDomain45332932026-11-07PartiesOfTheAgreementDomain4xbrli:purexbrli:sharesKirloskar Oil Engines LimitedKIRLOSENGNewShareholder agreementsExecution of agreementListed Entitytrue2026-11-0623:58:00true2026-11-07The Parties have entered into the Shareholder's Agreement (SHA) to record their 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”).2026-11-06falseThe Parties have entered into the Shareholder's Agreement (SHA) to record their 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.There is no impact on the management or control of KOEL pursuant to the execution of the SHA. The SHA does not confer on the Investor any right in relation to the board, management or shares of KOEL4Arka Fincap Limited (“AFL”)Counterparties to the agreementKOEL currently holds 100% of the equity shareholding in AFHPL and through AFHPL, holds 90.279% of the 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.00trueStep-down subsidiary of Kirloskar Oil Engines Limited (KOEL)Arka Financial Holdings Private Limited (“AFHPL”)Counterparties to the agreementKOEL currently holds 100% of the equity shareholding in AFHPL and through AFHPL, holds 90.279% of the 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.10526529621trueWholly owned subsidiary of Kirloskar Oil Engines Limited (KOEL) The total shareholding includes 1 share held by the registered holder for which KOEL is the beneficial holder.TPG SG Arca Pte. Ltd. (“TPG/Investor”)Counterparties to the agreementKOEL currently holds 100% of the equity shareholding in AFHPL and through AFHPL, holds 90.279% of the 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.00falseKirloskar Oil Engines Limited (“the Company/ KOEL”)Party entering into the agreementKOEL currently holds 100% of the equity shareholding in AFHPL and through AFHPL, holds 90.279% of the 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.00falsefalseThe Parties have entered into the Shareholder's Agreement (SHA) to record their 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 Investor is not related to the promoter/ promoter group or group companies of KOEL including AFHPL and AFL.2026-11-06The Parties have entered into the SHA to record their 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”).The SHA will become effective on the completion of the 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.false(a) Subject to completion of certain conditions precedent applicable to the first tranche, 100 (One Hundred) equity shares and 32,53,45,231 (Thirty Two Crore Fifty Three Lakh Forty FiveThousand 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).KOEL has undertaken certain customary restrictions on direct or indirect transfer of its shareholding in AFL. 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.The Parties have entered into the Shareholder's Agreement (SHA) to record their 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. <BR> <BR> There is no issue of shares by KOEL. The details of shares proposed to be issued by AFL, a material subsidiary of KOEL is set out in the disclosure