Kusumgar Limited shareholders approved two special resolutions regarding its employee stock option plan via a postal ballot process that concluded on September 17, 2026. The resolutions received the requisite majority vote to be deemed passed.

The company sought approval to ratify the "Kusumgar ESOP 2024" scheme and to authorize the grant of stock options to employees across its group companies, including subsidiaries and associates in India and abroad. The voting period ran from August 19, 2026, to September 17, 2026, with remote e-voting facilitated by National Securities Depository Limited.

Voting Breakdown

Promoter and promoter group holdings, which stood at 78,754,401 shares, voted almost entirely in favor of both resolutions. The promoter block cast 78,743,829 votes, representing 99.99% support with zero dissenting votes. This decisive backing from the controlling stakeholder was critical for the resolutions' passage.

Public shareholder participation showed a sharp divergence between institutional and non-institutional holders. While public non-institutional holders supported the resolutions with over 99% approval, public institutions voted overwhelmingly against them.

Overall, 86.16% of outstanding shares participated in the voting. Of the total votes polled, 89.73% were in favor of the first resolution, securing its passage.

What the Numbers Show

The voting data reveals a stark polarization in shareholder sentiment regarding the ESOP scheme. While the promoter group and retail investors (non-institutional public) backed the plan with near-unanimous support, institutional investors rejected it decisively. Public institutions cast 87.19% of their polled votes against the resolution, indicating strong opposition from professional fund managers to the dilution or cost implications of the proposed employee compensation structure. This split suggests that while the promoters and smaller shareholders align on retention strategies, institutional capital may view the ESOP terms as unfavorable relative to other capital allocation priorities.

Kusumgar Limited (formerly Kusumgar Private Limited) has initiated a postal ballot process to seek shareholder approval for the ratification of its 'Kusumgar ESOP 2024' employee stock option scheme. The company sent the notice electronically to members on August 18, 2026, as mandated by Regulation 12(1) of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021. This regulation requires listed companies to obtain fresh member approval for any pre-listing ESOP schemes to ensure conformity with current regulatory standards.

The company’s Board of Directors approved the proposal in its meeting held on August 11, 2026. Shareholders are being asked to pass two special resolutions: one to ratify the ESOP scheme and another to approve the grant of stock options to employees of the holding company, subsidiaries, and associate companies in India or abroad.

Scheme Details and Pool Status

The 'Kusumgar ESOP 2024' scheme was originally approved by members prior to the company’s IPO and subsequently amended in June 2025 to increase the total option pool. The scheme aims to attract and retain talent by allowing eligible employees and directors to share in the value created by the organization.

As per the explanatory statement, the total number of options that may be granted under the scheme is capped at 25,37,250. Each option, upon exercise, converts into one fully paid-up equity share with a face value of Re. 1/-. The Nomination and Remuneration Committee of the Board will administer the scheme.

Eligibility and Vesting

Eligibility for the scheme extends to permanent employees and directors of Kusumgar Limited and its group companies, excluding promoters, promoter group members, independent directors, and directors holding more than 10% of the outstanding equity shares. The minimum vesting period for stock options is one year, though specific schedules may vary based on individual grant letters.

Options can be exercised within a maximum period of 10 years from the date of vesting. In cases of resignation or termination without misconduct, vested options may be exercised before the last working day, while unvested options stand cancelled. For deaths or permanent disability, unvested options vest immediately and can be exercised by nominees.

Voting Process

The remote e-voting period begins on Wednesday, August 19, 2026, at 9:00 am and ends on Thursday, September 17, 2026, at 5:00 pm. Only members whose names appear in the register as on the cut-off date of August 14, 2026, are entitled to vote. The National Securities Depository Limited (NSDL) has been engaged to facilitate the e-voting process. Results are expected to be declared on or before September 21, 2026.

What the Numbers Show

With 21,87,782 options already granted out of the approved pool of 25,37,250, approximately 86% of the total authorized ESOP pool has been allocated. This high utilization rate suggests the company has aggressively employed equity incentives to align employee interests with shareholder value creation since the scheme's inception, leaving only 3,49,468 options available for future grants unless the pool is further expanded.