Ksolves India Limited — Capital/Financing Update 2024

Jun 21, 2024

Date: June 20, 2024

To

Listing Compliance Listing Compliance National Stock Exchange of India Ltd. The Bombay Stock Exchange Limited, Exchange Plaza, Plot no. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (E) Dalal Street, Mumbai – 400051 Mumbai – 400 001.

Subject : Outcome of the Meeting of the Board of Directors of Ksolves India Limited held on June 20, 2024

Ref : Reg. 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BSE Scrip Code: 543599; NSE Symbol; KSOLVES; ISIN: INE0D6I01015

Dear Sir/Madam

Pursuant to the above-captioned subject, kindly note that the Board of Directors of the Company at its meeting held today on Thursday, June 20, 2024, have inter alia considered and approved the following:

1. Declared 1[st] Interim Dividend for FY 2024-25 of Rs. 8 per share on fully paid-up equity shares of the company. The record date for dividend to reckon the eligible the members for dividend shall be Friday, June 28, 2024.

2. Formulation, adoption and implementation of ‘Ksolves Employee Stock Option Scheme I- 2024’ (“KSOS I – 2024”) subject to approval of the shareholders of the Company, contemplating grant of 1,00,000 (One Lakh only) employee stock options (‘Options’) to the few top employees of the Company. The disclosure pursuant to SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is enclosed herewith as Annexure-A.

3. Formulation, adoption and implementation of ‘Ksolves Employee Stock Option Scheme II- 2024’ (“KSOS II – 2024”) subject to approval of the shareholders of the Company, contemplating grant of 2,00,000 (Two Lakh only) employee stock options (‘Options’) to the employees of the Company. The disclosure pursuant to SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is enclosed herewith as Annexure-A.

The said meeting commenced at 3:30 p.m and concluded at 04:40 p.m.

Further, the Trading Window for dealing in its securities shall remain closed until June 23, 2024. The same is being duly communicated to all the Designated Persons.

The postal ballot notice for seeking the approval of the members on the above schemes shall be shared in due time.

This is for your information and records.

For Ksolves India Limited

MANISHA KIDE Digitally signed by MANISHA KIDE Date: 2024.06.20 16:47:06 +05'30'

Manisha Kide

Company Secretary & Compliance Officer

Annexure A

For KSOS I-2024

Sr. No.	Particulars	Details
1.	Brief details of options to be granted	1,00,000 (One Lakh only) grants are covered by KSOS I - 2024, which shall entitle 1 (one) fully paid-up equity share of face value of ₹10/- (Rupee Ten) each against each ESOP exercised (will be proportionately adjusted due to corporate action(s), if any).
2.	Whether the scheme is in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (if applicable);	KSOS I - 2024 shall be in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
3.	Total number of shares covered by these options;	1,00,000 (One Lakh) grants are covered by KSOS I - 2024, which shall entitle 1 (one) fully paid-up equity share of face value of ₹10/- (Rupee Ten) each against each ESOP exercised (will be proportionately adjusted due to corporate action(s), if any).
4.	Pricing formula	The exercise price shall be face value of the underlying equity shares of the Company to be allotted on exercise of vested options, payable by the employee in order to exercise the vested options pursuant to the KSOS I - 2024. The employee shall also be liable to pay the Company the amount equivalent to the value of the perquisite tax payable on exercise of the options in accordance with the provisions of the Income Tax Act, 1961 and other applicable laws (if any) at the relevant time.
5.	Options vested	Not applicable at this stage.
6.	Time within which option may be exercised;	The Exercise period would commence from the date of vesting and will expire on completion of 90 days from the date of vesting of options.
7.	Options exercised;	Not applicable at this stage.
8.	Money realized by exercise of options
9.	The total number of shares arising as a result of exercise of option
10.	Options lapsed
11.	Variation of terms of options
12.	Brief details of significant terms	Significant terms will be disclosed as explanatory statement forming part of Postal Ballot Notice. Same will be made available on the website of the Company.
13.	Subsequent changes or cancellation or exercise of such options	Not applicable at this stage.

14.	Diluted earnings per share pursuant to issue of equity shares on exercise of options.	Not applicable at this stage.

For KSOS II-2024

Sr. No.	Particulars	Details
1.	Brief details of options to be granted	2,00,000 (Two Lac only) grants are covered by KSOS II - 2024, which shall entitle 1 (one) fully paid-up equity share of face value of ₹10/- (Rupee Ten) each against each ESOP exercised (will be proportionately adjusted due to corporate action(s), if any).
2.	Whether the scheme is in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (if applicable);	KSOS II - 2024 shall be in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
3.	Total number of shares covered by these options;	2,00,000 (Two Lac only) grants are covered by KSOS II - 2024, which shall entitle 1 (one) fully paid-up equity share of face value of ₹10/- (Rupee Ten) each against each ESOP exercised (will be proportionately adjusted due to corporate action(s), if any).
4.	Pricing formula	The exercise price shall be equivalent to the 20% discount at the market price of the underlying equity shares of the Company to be allotted on exercise of vested options, payable by the employee in order to exercise the vested options pursuant to the KSOS II - 2024. The employee shall also be liable to pay the Company the amount equivalent to the value of the perquisite tax payable on exercise of the options in accordance with the provisions of the Income Tax Act, 1961 and other applicable laws (if any) at the relevant time.
5.	Options vested	Not applicable at this stage.
6.	Time within which option may be exercised;	The Exercise period would commence from the date of vesting and will expire on completion 1 year from the date of vesting of options.
7.	Options exercised;	Not applicable at this stage.
8.	Money realized by exercise of options
9.	The total number of shares arising as a result of exercise of option
10.	Options lapsed
11.	Variation of terms of options

			Significant terms will be disclosed as explanatory statement forming part of Postal Ballot Notice. Same will be made available on the website of the Company. Not applicable at this stage.
	12.	Brief details of significant terms	Significant terms will be disclosed as explanatory statement forming part of Postal Ballot Notice. Same will be made available on the website of the Company.
	13.	Subsequent changes or cancellation or exercise of such options	Not applicable at this stage.
	14.	Diluted earnings per share pursuant to issue of equity shares on exercise of options.