Ritco Logistics Limited has announced a significant modification to its Employee Stock Option Plan (ESOP) vesting schedule, following approval from the company's Nomination and Remuneration Committee (NRC) on March 30, 2026. The revision comes after shareholders authorized the NRC through a postal ballot conducted on March 17, 2026, to determine and modify vesting schedules without requiring further shareholder approval.

Key Modifications to ESOP Vesting Schedule

The company has implemented changes to the vesting timeline while maintaining other core parameters of the stock option plan. The modification specifically targets the timing of the second tranche of option vesting.

Scope and Application

The revised vesting schedule will apply comprehensively across the ESOP framework, affecting both current and future option grants. The modification covers unvested options that have already been granted to employees as well as any future grants that may be issued under the existing ESOP plan.

Regulatory Compliance and Authorization

The modification has been executed in full compliance with regulatory requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company's approach demonstrates adherence to proper governance protocols by securing shareholder authorization before implementing the changes.

The postal ballot conducted on March 17, 2026, specifically empowered the NRC to make such determinations independently, streamlining future modifications while maintaining appropriate oversight. This authorization mechanism allows the committee to respond more efficiently to changing business needs and employee requirements.

Impact on Employee Benefits

The revision extends the final vesting period by one year, moving the second tranche from the end of the 4th year to the end of the 5th year. However, the company has maintained all other essential parameters unchanged, including exercise prices and the total number of options available to eligible employees. The modification also eliminates the previous lock-in requirement that applied to 25% of options until the 5th year, simplifying the overall structure.

Ritco Logistics Limited has successfully concluded its independent directors meeting held on March 26, 2026, in compliance with regulatory requirements under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Meeting Completion and Duration

The meeting was conducted pursuant to Regulation 25(3) of the SEBI Listing Regulations 2015 and Section 173 and Schedule IV of the Companies Act, 2013. The session commenced at 10:00 A.M. and concluded at 10:30 A.M. on Thursday, March 26, 2026.

Business Transacted During Meeting

The independent directors successfully completed their review of several critical governance matters during the 30-minute session:

• Performance Review: Assessed the performance of non-independent directors and the Board as a whole
• Chairperson Evaluation: Reviewed the performance of the chairperson, incorporating feedback from both executive and non-executive directors
• Information Flow Assessment: Evaluated the quality, quantity, and timeliness of information flow between company management and the Board of Directors

Corporate Governance Compliance

This meeting represents the completion of the company's annual structured approach to corporate governance for Financial Year 2025-26, ensuring independent oversight of board effectiveness and management performance. The assessment focused on whether the Board receives adequate information to perform its duties effectively and reasonably.

Regulatory Communication

The outcome notification was digitally signed by Gitika Arora, Company Secretary and Compliance Officer, at 10:33:24 on March 26, 2026. The communication has been submitted to both the National Stock Exchange of India Limited and Bombay Stock Exchange Limited as required under listing regulations.