SG Mart Limited has issued a comprehensive postal ballot notice dated March 25, 2026, seeking shareholder approval for significant amendments to its Employee Stock Option Scheme-2023 and extension of benefits to subsidiary company employees.

Key Proposals Under Postal Ballot

The company has proposed two special resolutions for shareholder consideration through remote e-voting. The first resolution seeks approval for amendments to the SG Mart Limited Employees Stock Option Scheme-2023, formerly known as Kintech Renewables Limited Employees Stock Option Scheme-2023. The second resolution proposes extending ESOP benefits to employees of subsidiary or associate companies, both in India and abroad.

ESOP Pool Enhancement and Corporate Actions Impact

The most significant amendment involves increasing the ESOP pool from 2,00,000 options to 40,00,000 options, each convertible into equity shares of face value ₹1 each. This substantial increase reflects the impact of corporate actions undertaken by the company.

The company clarifies that these adjustments stem from shareholders' resolution dated February 9, 2024, which approved share subdivision from ₹10 to ₹1 face value and a 1:1 bonus issue.

Expanded Employee Coverage and Eligibility

The amended scheme proposes to extend benefits beyond the company's direct employees to include personnel from subsidiary and associate companies. The eligible employee categories include:

• Company employees working in India or abroad
• Directors (excluding independent directors and promoters)
• Employees of subsidiary or associate companies globally

The scheme specifically excludes promoters, promoter group members, and directors holding more than 10% equity stake directly or indirectly.

Vesting and Exercise Framework

The revised scheme maintains a flexible vesting structure with a minimum period of one year and maximum of five years from grant date. The Nomination and Remuneration Committee will determine exercise prices linked to market price, with discretionary discount provisions, ensuring prices don't fall below face value.

Regulatory Compliance and Implementation

The company emphasizes alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable laws. The scheme will be implemented through direct route with fresh share allotment, following cash mechanism for option exercise.

Shareholders can access the complete postal ballot notice on the company's website ( www.sgmart.co.in ), stock exchange websites, and NSDL's e-voting platform. The company has appointed Sachin Kumar as Company Secretary and Compliance Officer for this process.

Source: None/Company/INE385F01024/df08d025-6de1-4ee6-bc3c-07fc7b6416b1.pdf

SG Mart Limited has achieved complete utilization of its ₹1,150.00 crore preferential issue proceeds as of December 31, 2025, according to the latest monitoring agency report submitted by CARE Ratings Limited. The company successfully deployed the remaining unutilized amount of ₹17.53 crore during the third quarter of FY26, marking the full completion of fund utilization as per the original offer document.

Fund Utilization Overview

The preferential issue, which was allotted on November 28, 2023, comprised equity shares and fully convertible warrants. The monitoring agency report confirms that all proceeds have been utilized in accordance with the disclosures made in the offer document, with no material deviations observed.

Quarterly Deployment Strategy

During Q3 FY26, SG Mart implemented a strategic approach to deploy the remaining funds. The company redeemed fixed deposits amounting to ₹536.24 crore and subsequently transferred ₹86.25 crore from the total FD amount to an FD overdraft account. This transfer included the ₹17.53 crore pertaining to the balance issue proceeds, which were then utilized directly from the FD overdraft account towards working capital requirements to reduce working capital borrowings.

Monitoring Agency Assessment

CARE Ratings Limited, serving as the monitoring agency, has confirmed several key compliance aspects:

• No deviations from the objects stated in the offer document
• No material changes in the means of finance for disclosed objects
• No unfavorable events affecting the viability of the stated objects
• Complete adherence to regulatory requirements under SEBI regulations

Issue Details and Timeline

Completion Timeline

The company completed utilization ahead of the projected timeline mentioned in the offer document. Working capital requirements were fully addressed by December 3, 2025, while general corporate purposes were completed by May 27, 2025, both well before the March 31, 2026 deadline specified in the original documentation.

The successful completion of fund utilization demonstrates SG Mart's efficient capital deployment strategy and adherence to regulatory compliance requirements. With zero unutilized proceeds remaining as of December 31, 2025, the company has fulfilled all commitments made to investors during the preferential issue process.