Kusumgar Limited Seeks Shareholder ESOP Scheme Ratification

Total ESOP pool size: 25,37,250 options (equivalent to 25,37,250 equity shares of face value ₹1 each)
Options already granted as of notice date: 21,87,782
Options forfeited/lapsed/cancelled: Nil
Options vested (excluding exercised): 4,14,254
Unvested Options in force: 17,73,528
Options exercised: Nil
Money realized by exercise of Options: Nil
Remaining pool available for future grant: 3,49,468 options

Cut-off date for determining shareholders eligible to vote: August 14, 2026
Remote e-voting period: August 19, 2026 (09:00 AM IST) to September 17, 2026 (05:00 PM IST)
Results declaration: On or before September 21, 2026
Documents available for inspection: From notice circulation date until September 17, 2026

Registrar and Share Transfer Agent: Bigshare Services Private Limited
Remote e-voting service provider: National Securities Depository Limited (NSDL)
Scrutinizer: Mr. Vaibhav Dandawate (Membership No. ACS 51538 & COP No. 27947) of M/s. Makarand M. Joshi & Co., Company Secretaries
Alternate Scrutinizer: Mrs. Deepti Kulkarni (Membership No. ACS 34733 & COP No. 22502) of M/s. Makarand M. Joshi & Co., Company Secretaries
Stock Exchanges: BSE Limited and National Stock Exchange of India Limited

To ratify the ESOP Scheme originally approved prior to the company's IPO
To create, grant, offer, reissue, and allot Employee Stock Options in one or more tranches
Maximum of 25,37,250 ESOPs convertible into equity shares of face value ₹1 each
Options to be granted to employees and directors of the company and its group companies (holding, subsidiary, associate companies) in India or outside India
Excludes promoters, promoter group, independent directors, and directors holding more than 10% equity shares

To approve grant of stock options to employees of group companies including holding, subsidiary, and associate companies
Both Indian and international employees of group companies are eligible

Permanent employees of the company working in India or outside India
Directors (whether whole-time or not, excluding independent directors)
Employees of subsidiary companies
Post-listing definition expanded to include employees of group companies, associate companies, and holding company
Excludes promoters, promoter group, independent directors, and directors holding >10% equity shares

Minimum vesting period: 1 year
Vesting schedule varies per employee as outlined in Grant Letter
Maximum exercise period: 10 years from vesting date
Different exercise conditions apply for various employment termination scenarios (resignation, retirement, disability, death, misconduct)

Exercise price determined by committee and specified in Grant Letter
Scheme implemented directly by the company (not through trust)
Involves new issue of shares by the company
No secondary acquisition or trust involvement
Nomination and Remuneration Committee acts as Compensation Committee for administration

Voting only through remote e-voting electronic means
No physical ballot forms or pre-paid envelopes provided
Scrutinizer appointed to conduct the process fairly
Results will be uploaded on company website (www.kusumgar.com) and NSDL website (www.evoting.nsdl.com)
Results will be submitted to stock exchanges

The ratification and implementation of the ESOP scheme may lead to potential dilution of up to 25,37,250 equity shares
The exact financial impact depends on future grants, vesting patterns, and exercise prices
Shares issued will rank pari passu with existing equity shares