Crizac Limited has announced a postal ballot notice for seeking shareholder approval of its amended Employee Stock Option Plan 2026 (ESOP 2026) through remote e-voting. The company aims to expand its employee incentive program by significantly increasing the option pool size and extending benefits to a broader employee base.

Key Resolutions for Approval

The postal ballot seeks approval for two special resolutions that will reshape the company's employee stock option framework:

ESOP Pool Expansion Details

The most significant change proposed is the substantial increase in the ESOP pool size to accommodate the company's growth and talent retention strategy:

E-Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process, ensuring adequate time for shareholder participation:

The postal ballot notice will be sent electronically to shareholders whose email addresses are registered with the company or depositories. Physical copies will not be distributed, in compliance with Ministry of Corporate Affairs circulars.

Expanded Employee Coverage

The amended ESOP 2026 plan extends benefits beyond the company's direct employees to include a wider range of eligible participants. The plan covers employees of subsidiary companies and associate companies, both present and future, incorporated in India or outside India, subject to the maximum permissible limit under the Companies Act 2013.

Eligible employees include designated company employees working in or outside India, directors (excluding independent directors), and employees of group companies. However, the plan excludes promoters, promoter group members, and directors holding more than 10.00% of the company's equity shares.

Vesting and Exercise Framework

The ESOP 2026 maintains a structured approach to option vesting and exercise:

• Vesting Period: Options vest after 3 years from the date of grant, or as determined by the Board
• Exercise Period: Maximum 60 days from the date of vesting for employed individuals
• Exercise Price: To be determined by the committee in accordance with SEBI regulations
• Implementation: Direct implementation by the company without trust involvement

Regulatory Compliance and Governance

Ms. Shalini Jain (Membership No. 50348, CP No. 19190), proprietor of M/s. Shalini Jain & Associates, Kolkata, has been appointed as the scrutinizer for conducting the postal ballot process. The appointment was made through a Board resolution dated January 28, 2026.

The company will follow fair value method for option valuation as prescribed under IND AS 102 on Share-based payments. The plan aligns with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, following the company's listing on BSE Limited and National Stock Exchange of India Limited on July 9, 2025.

Shareholders can access the complete postal ballot notice on the company's website at www.crizac.com and on the websites of stock exchanges where the company's shares are listed. The initiative reflects Crizac Limited's commitment to employee ownership culture and talent retention in its growth phase.

Source:

Crizac Limited delivered exceptional financial performance in Q3 FY26, demonstrating the strength of its global student recruitment platform and strategic expansion initiatives. The company held its earnings call on January 28, 2026, following the release of unaudited financial results for the quarter ended December 31, 2025.

Financial Performance Overview

The company reported robust growth across key financial metrics during the third quarter. Revenue reached ₹278.63 crores, representing a significant 28% year-on-year increase, while net profit stood at ₹50.52 crores with an 18% margin.

Operational Highlights

Crizac processed 1.02 lakh applications during Q3 FY26, with approximately 90% directed toward UK universities and the remainder to other destinations. The company maintains an acceptance rate of around 10% and continues to serve over 14,000 registered agents across its platform.

The business demonstrated strong operational leverage, with CEO Christopher Nagle highlighting that the company is "scaling up application volumes without proportional increases in fixed costs or headcounts." This asset-light, technology-driven model supports sustainable margin expansion.

Strategic Expansion and Diversification

Crizac has made significant progress in geographic diversification, with India now representing 50% of application volumes compared to higher concentrations previously. The company is experiencing accelerating growth from Asia (excluding India) and robust expansion in Africa and Latin America.

New Service Offerings and Acquisitions

The company has launched accommodation services across UK, Ireland, and USA, with plans to expand to Australia. This service generates ₹10,000 to ₹30,000 per student placement. Additionally, Crizac has introduced financial assistance services through partnerships with education loan providers, earning 0.8% to 2% commission on loan amounts.

Recent acquisitions include Studies Planet Limited for Latin American expansion and Global Tree (acquired January 6, 2026), which brings Australian university contracts to the portfolio.

Dividend Declaration and Financial Position

Crizac announced its first special interim dividend, supported by strong cash generation and a debt-free balance sheet. The company maintains approximately ₹450 crores in cash reserves as of December 31, 2025, providing substantial flexibility for future acquisitions and growth investments.

Management projects continued growth of 20-25% annually, with normalized EBITDA margins expected to remain between 23-25%. The company's strategic focus includes deepening institutional partnerships in developed markets, penetrating emerging source markets, and enhancing service offerings across the international student value chain.