Key Resolutions for Shareholder Approval

The company is seeking approval for six special resolutions through postal ballot:

Item 1: Amendment and ratification of Kissht Employee Stock Option Plan, 2019

Item 2: Ratification of extension of grants to eligible employees of group companies (including subsidiaries and associates in India or abroad) under Kissht ESOP, 2019

Item 3: Amendment and ratification of Kissht Employee Stock Option Plan, 2021

Item 4: Ratification of extension of grants to eligible employees of group companies under Kissht ESOP, 2021

Item 5: Amendment and ratification of Kissht Employee Stock Option Plan, 2022

Item 6: Ratification of extension of grants to eligible employees of group companies under Kissht ESOP, 2022

Voting Details

  • Cut-off date: May 22, 2026 (for determining eligible shareholders)
  • Remote e-voting period: May 29, 2026 (9:00 AM IST) to June 27, 2026 (5:00 PM IST)
  • Service provider: National Securities Depository Limited (NSDL)
  • Voting method: Electronic voting only (no physical ballot forms)
  • Results announcement: Within 2 working days after conclusion of e-voting

ESOP Plan Particulars (Annexure I)

Total ESOP Pool Size

The maximum number of options that may be granted under all three plans is 14,541,910 stock options, convertible into an equivalent number of equity shares:

  • Kissht ESOP, 2019: 2,569,850 options (22,000 already exercised)
  • Kissht ESOP, 2021: 1,500,000 options (95,670 already exercised)
  • Kissht ESOP, 2022: 10,472,060 options (6,000 already exercised)
  • Total ungranted options: 14,418,240

Eligibility Criteria

Eligible participants include:

  • Employees working exclusively in India or outside India
  • Directors (whole-time or non-executive, excluding independent directors)
  • Employees of group companies including subsidiaries and associates in India or abroad

Exclusions:

  • Promoters or persons belonging to promoter group
  • Directors holding more than 10% of outstanding equity shares

Vesting and Exercise Terms

  • Minimum vesting period: 12 months from grant date
  • Maximum vesting period: Not exceeding 5 years
  • Exercise price: Determined by administrator, not below face value of ₹1 per share
  • Lock-in: No lock-in restrictions except as required by applicable laws

Individual Grant Limits

  • Kissht ESOP, 2019: Maximum 1,150,000 options per employee
  • Kissht ESOP, 2021: Maximum 500,000 options per employee
  • Kissht ESOP, 2022: Maximum 2,500,000 options per employee

Implementation Details

  • The plans will be administered directly by the company (not through a trust)
  • New shares will be issued upon exercise of options
  • Shares issued will rank pari-passu with existing equity shares
  • The Nomination and Remuneration Committee will administer the plans

Authorized Signatories

Mr. Ranvir Singh (Chairman, CEO & Executive Director), Mr. Krishnan Vishwanathan (CFO & Executive Director), and Ms. Shraddha Patangia (Company Secretary & Compliance Officer) are authorized to implement the resolutions and complete necessary filings.

Scrutinizer Appointment

Ms. Ramadevi Satish Venigalla, Practicing Company Secretary (FCS No.: 7345, CP No.: 17889), has been appointed as scrutinizer to oversee the e-voting process.

Document Availability

The postal ballot notice is available on the company's website (www.kissht.com), stock exchange websites (BSE and NSE), and NSDL's e-voting website (www.evoting.nsdl.com).