Key Resolutions for Shareholder Approval

The company seeks approval through electronic voting (remote e-voting) for two special resolutions:

1. Adoption of ESOS 2026 Scheme: Special resolution to approve the adoption and implementation of "ICON FACILITATORS LIMITED – EMPLOYEE STOCK OPTION SCHEME 2026" covering up to 6,75,000 (Six Lakh Seventy Five Thousand) Employee Stock Options exercisable into an equivalent number of equity shares of face value ₹10 each.

2. Grant of Stock Options exceeding 1%: Special resolution to authorize granting of employee stock options equal to or exceeding one percent of the issued share capital of the Company (excluding outstanding warrants and conversions) at the time of grant to any identified employee.

Voting Details

  • Cut-off Date: Friday, July 31, 2026 (for determining eligible voters)
  • Voting Period: Wednesday, August 05, 2026 at 09:00 AM IST to Thursday, September 03, 2026 at 05:00 PM IST
  • Voting Method: Remote e-voting only through CDSL platform
  • Result Declaration: On or before Monday, September 07, 2026

ESOS 2026 Scheme Details

  • Total Options: Maximum 6,75,000 Employee Stock Options
  • Share Capital Impact: Options exercisable into 6,75,000 equity shares of ₹10 face value each
  • Implementation: Direct route through fresh allotment from the Company
  • Administration: Nomination and Remuneration Committee designated as Compensation Committee
  • Ranking: Shares issued upon exercise will rank pari-passu with existing shares

Eligibility Criteria

Eligible participants include:

  • Employees designated by the Company working in India or outside India
  • Directors of the Company (whole-time or non-executive) who are not promoters or promoter group members

Exclusions: Promoters, promoter group members, directors holding more than 10% equity shares, and Independent Directors.

Vesting and Exercise Terms

  • Minimum Vesting Period: 1 year
  • Maximum Vesting Period: 3 years from grant date
  • Exercise Period: 1 year from each vesting date
  • Exercise Price: Determined by NRC at time of grant, but not below face value of shares (₹10)
  • Maximum per Employee: 75% of total options (5,06,250 options) in any year

Additional Provisions

  • The scheme allows for adjustments in case of corporate actions like rights issues, bonus issues, amalgamation/merger
  • Board authorized to modify, amend, suspend or terminate the scheme subject to shareholder approval where required
  • No lock-in period for shares issued upon exercise of options
  • Company will follow applicable accounting standards and SEBI regulations for valuation and disclosure

Scrutinizer Appointment

Mr. Raghav Bansal, Company Secretary in practice (Certificate of practice No. 14869), partner of M/s Raghav Bansal & Associates (FIRM Registration No. S2015DE314700) appointed as Scrutinizer.

Document Availability

The notice and related documents are available on the company's website www.iconf.in and for electronic inspection upon request to cs@iconf.in.