Shree Refrigerations Approves ESOP 2026 and Director Regularization

1. Approval of Shree Refrigerations Limited Employees Stock Option Scheme 2026 (ESOP 2026)

The Board approved the introduction and adoption of ESOP 2026 based on the recommendation of the Nomination and Remuneration Committee.
The aggregate number of stock options proposed to be granted shall not be exercisable into more than 10,00,000 (Ten Lakh) equity shares.
This represents 2.79% of the current equity share capital of the Company.
The scheme adoption is subject to shareholders' approval at the ensuing Annual General Meeting (AGM).
Detailed disclosures as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be provided in the explanatory statement for the AGM notice.

2. Approval of grant of Employee Stock Options to Employees/Directors of Subsidiaries

The Board approved extending the ESOP 2026 scheme to employees and directors of subsidiary companies.
Detailed disclosures for both points 1 and 2 are provided in Annexure A.

3. Regularization of Ms. Rucha Ravalnath Shende as Whole Time Director

The Board approved the regularization of Ms. Rucha Ravalnath Shende (DIN: 11546908) from Additional Director to Whole Time Director.
Term: Three years from February 23, 2026 to February 22, 2029.
Appointment is subject to shareholders' approval at the ensuing general meeting.
Confirmation provided that Ms. Shende is not debarred from holding director office by any SEBI or other authority order.
Detailed disclosures are provided in Annexure B, with brief profile in Annexure C.

Total options granted: Maximum 10,00,000 (Ten Lakh) stock options
Shares covered: 10,00,000 equity shares of face value ₹2 each fully paid-up
Pricing formula: Exercise price shall be between face value and fair market value on grant date as approved by Compensation Committee
Exercise period: Options may be exercised within 30 days
Vesting: Minimum vesting period of one year required
Compliance: Scheme complies with SEBI (SBEB & SE) Regulations, 2021
Significant terms: Includes provisions for adjustments for corporate actions (bonus issues, mergers)
Current status: Options not yet vested, exercised, or lapsed; diluted EPS impact not applicable at this stage

Reason for change: Regularization of Ms. Rucha Ravalnath Shende as Whole Time Director
Effective date: February 23, 2026
Term: February 23, 2026 to February 22, 2029
Relationships: Ms. Shende is daughter of Mr. Ravalnath Gopinath Shende (Managing Director) and Ms. Rajashri Ravalnath Shende (Whole Time Director). Ms. Devashree Vishwesh Nampurkar (Whole-Time Director) is her sister.

Name: Ms. Rucha Ravalnath Shende (DIN: 11546908)
Qualifications: Mechanical Engineer with specialization in HVAC, Plumbing, and Fire Protection design
Experience: Working in the field since 2019 with expertise in REVIT and AutoCAD
Project experience: Institutional, healthcare, laboratory, and public sector projects
Previous associations: T & M Associates (USA), Bloomfield, Jarmel Kizel Architects & Engineers, Shenoy Engineers, and DogSpot Inc.
Expertise areas: HVAC system design, plumbing and fire protection engineering, integrated project coordination

Meeting timing: July 18, 2026 from 1:00 PM to 4:30 PM
Regulatory references: SEBI Master Circular No HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026; BSE Circular No. LIST/COMP/14/2018-19
Disclosure also available on company website: www.shreeref.com
Company address: 6th Floor, Samarth House, Survey No.116/3/1, 3/3,3/10, Near shell Petrol Pump, Warje, Pune, Maharashtra, India – 411058

ESOP 2026 may result in potential equity dilution of up to 2.79% upon full exercise of options
Financial impact of director remuneration not quantified in the disclosure