Nature of the Event

KSH International Limited has issued a Notice of Postal Ballot pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The purpose is to seek shareholder approval, via remote e-voting, for a single special resolution to ratify the 'KSH Employee Stock Option Scheme 2025' (KSH ESOP 2025).

Key Quantitative Figures

The scheme involves the creation, grant, and allotment of Employee Stock Options (Options) exercisable into a maximum of 17,04,546 Equity Shares of face value ₹5 each.

Details of Option Pool as of the Notice Date:

  • Total Options Pool: 17,04,546
  • Total Options Granted: 107,413
  • Options Cancelled: 778 (due to resignation of 3 employees)
  • Options Exercised: -
  • Total Options in Force: 106,635

A maximum of 5,68,182 Options may be granted to any single employee.

Dates of Action

  • Cut-off Date for determining members entitled to vote: Friday, May 29, 2026
  • E-voting Commencement: Saturday, June 06, 2026, at 9:00 AM IST
  • E-voting End: Sunday, July 05, 2026, at 5:00 PM IST
  • Result Declaration: On or before Monday, July 07, 2026
  • Deemed Date of Passing: If passed, the resolution will be deemed passed on Sunday, July 05, 2026.

Parties Involved

  • Scrutinizer: Mrs. Ashwini Mohit Inamdar (Membership No. F9409) or, failing her, Mr. Atul Mehta (Membership No. F5782) of M/s. Mehta & Mehta, Practicing Company Secretaries.
  • E-voting Service Provider: MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
  • Regulators: The notice is filed with BSE Limited (Scrip Code: 544664) and National Stock Exchange of India Limited (Symbol: KSHINTL).

Purpose and Rationale

The primary objective of the scheme is to reward employees for their dedication, attract and retain key talent, align employee interests with shareholders, and motivate contributions towards corporate growth and profitability. The ratification is required under Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as the scheme was originally adopted before the company's listing.

Eligibility and Terms of the ESOP

Eligible Employees: Includes permanent employees and directors (whole-time or otherwise) of the company, its subsidiary, associate, or holding company. Excludes Independent Directors, Promoters, and members of the Promoter Group.

Key Scheme Terms:

  • Vesting Period: Minimum 1 year, maximum 6 years from the grant date.
  • Exercise Period: Maximum 4 years from the vesting date.
  • Exercise Price: Shall not be less than the face value (₹5) and may be up to the Fair Market Value (pre-listing) or market price (post-listing) on the grant date.
  • Lock-in: Shares issued upon exercise are not subject to any lock-in except as required by other applicable laws (e.g., ICDR Regulations, Insider Trading rules).
  • Accounting: The company will use the fair value method for accounting as per IND AS 102.

Details of Grants to Key Personnel

Options granted to Key Managerial Personnel (KMP) and Senior Management as of the notice date:

  • Mr. Ganesh Prasad (Technical Director): 16,891 Options
  • Mr. Amod Joshi (CFO): 6,075 Options
  • Mr. Sandeep Shanna (Sr. VP - Sales & Marketing): 9,260 Options
  • Mr. Suresh Patil (Asst. VP - Operations): 4,430 Options
  • Mr. Sarthak Malvadkar (Former Company Secretary): 1,016 Options

Promoter Directors (Kushal Hegde, Rajesh Hegde, Rakhi Shetty) are not eligible for the scheme and hold no options.

Capital Structure Impact

The resolution, if passed, will authorize the board to allot up to 1,704,546 new equity shares upon the exercise of options, leading to potential dilution of existing shareholding.

Voting Procedure

The notice is being sent only electronically to members registered as of the cut-off date. Members can vote via multiple methods provided for both demat and physical shareholders through the platforms of NSDL, CDSL, or directly on MUFG Intime's InstaVote portal.

Financial Impact

No specific quantified financial impact on profits or EPS is disclosed in the explanatory statement, as the company has adopted the fair value accounting method.

#Tags: #KSHInternational #ESOP #PostalBallot #SEBIDisclosure #RegulatoryCompliance #CorporateGovernance