The board at their meeting held on 25th August, 2026 approved inter alia Employee Stock Option Scheme

To, Dated: 25/08/2026 Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 544711 Sub.: Outcome of Board Meeting under Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 We would like to inform you that pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors (the “Board”) of the Company at its meeting held on Tuesday, 25th August, 2026, inter alia, considered and approved the following: a) Appointment of Preet Kumar & Associates, Practicing Company Secretaries (COP No: 21750), as Secretarial Auditor of the Company for a consecutive term of (cid:976)ive years i.e. from Financial Year 2026- 27 till 2030-31. The relevant details pertaining to the above as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular are enclosed herewith as Annexure - l b) Alteration in Memorandum of Association ("MOA") subject to approval of shareholders of the Company as per Companies Act,2013 in below mentioned clauses: V. “The Authorized Share Capital of the Company is Rs. 35,00,00,000/- (Rupees Thirty Five Crores) divided into 3,50,00,000/- (Three Crores Fifty Lakhs) Equity Share of Rs. 10/- (Rupees Ten) each.” c) Alteration in Articles of Association ("AOA") subject to approval of shareholders of the Company as per Companies Act,2013 by inserting following new clause 92 with the heading "Further issue of capital "after clause 91: 92. Further issue of capital i. The Board or the Company, as the case may be, may, in accordance with the Act and the Rules, issue further shares to -  persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; or  employees under any scheme of employees' stock option; or  any persons, whether or not those persons include the persons referred to in above clauses. ii. A further issue of shares may be made in any manner whatsoever as the Board may determine including but not limiting to issue by way of preferential offer or private placement, subject to and in accordance with the Act and the Rules and other applicable laws. iii. The Company may from time-to-time issue sweat equity shares in compliance with Section 54 of the Act and other applicable laws. iv. Nothing contained in these Articles shall restrict the Company from issuing shares or securities under an employee stock option scheme, sweat equity scheme, preferential issue, quali(cid:976)ied institutions placement, rights issue, bonus issue or any other permissible mode of issue, subject to the provisions of applicable law and the approvals required thereunder. d) ‘Kiaasa - Employee Stock Option Plan 2026’ (“ESOP 2026”)’ pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder, and the relevant provisions of Regulation 6 of the SEBI (Share Based Employee Bene(cid:976)its & Sweat Equity) Regulations, 2021 (“Applicable Laws”), subject to the approval of shareholders of the Company. The relevant details pertaining to the above as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular are enclosed herewith as Annexure - II. The meeting of the Board of Directors commenced at 12:15 p.m. and concluded at 1:45 p.m. This disclosure will be hosted on the Company’s website viz www.kiaasa.com. You are requested to kindly take the above information on records. Thanking You, Yours faithfully, For Kiaasa Retail Limited (Formerly known as Kiaasa Retail Private Limited) Kanishka Singhal Company Secretary & Compliance Of(cid:976)icer Mem No. A39678 Encl: As above ANNEXURE-I Disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular in relation to appointment of Secretarial Auditor: S. No. Particulars Details of Preet Kumar & Associates (Secretarial Auditor) 1 Reason for change viz. appointment, Appointment of Preet Kumar & re-appointment, resignation, Associates" as Secretarial Auditor of the removal, death or otherwise Company 2 Date of appointment/ reappointment Term of appointment – 5 Years /cessation (as applicable) & term of appointment/ re-appointment 3 Brief profile (in case of appointment) Preet Kumar & Associates, Company Secretaries, is a reputed firm of Practicing Company Secretaries, registered with the Institute of Company Secretaries of India. The firm has significant experience in secretarial audit, compliance management, and due diligence under Indian corporate laws and SEBI regulations. It is Peer Reviewed/Quality Reviewed by ICSI and serves in the domains of Corporate Laws, Secretarial Audits, Securities Laws, Intellectual Property, and direct as well as indirect taxation. 4 Disclosure of relationships Not Applicable between directors (in case of appointment of a director ANNEXURE-II Disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular in relation to " Kiaasa - Employee Stock Option Plan 2026’ (“ESOP 2026”): Particulars Disclosures Brief details of Options granted The Kiaasa – Employee Stock Option Plan 2026 (“ESOP 2026”) contemplates grant of employee stock options (“Options”) to the eligible employees of the Company and/or its Group Company including Subsidiary or its Associate Company, in India or outside India, or of a Holding Company of the Company. ESOP 2026 shall be administered by the Nomination & Remuneration Committee (Committee) of the Company. All questions of interpretation of ESOP 2026 shall be determined by the Board/ Committee and such determination shall be final and binding upon all persons having an interest in ESOP 2026, in compliance with Applicable Laws. The eligibility of an employee and the eligibility criteria (including but not limited to tenure of association with the Company, performance during the previous years, key position held, contribution towards strategic growth, contribution to team building and succession, corporate governance, etc.) shall be determined by the Committee, from time to time at its absolute discretion. Yes, the Scheme is in compliance with SEBI Whether the scheme is in terms of SEBI (SBEB) (Share Based Employee Benefits and Sweat Regulations, 2021 (if applicable) Equity) Regulations,2021 18,23,000 equity shares of face value of Rs. l0/- Total number of shares covered by these (Rupee Ten Only) each fully paid-up. options The Exercise Price per Option shall be such as Pricing formula; may be determined by the Committee which shall not be less than the face value and not more than the closing market price as on the previous day of the date of Grant. Further the Exercise Price can be different for different set of Employees for Options granted on same / different dates. Not applicable Options vested The Exercise Period for Vested Options shall be Time within which option may be exercised a maximum of 2 (Two) years commencing from the date of each Vesting or such other shorter period as may be prescribed by the Committee at the time of Grant. All the Vested Options can be exercised by the Option Grantee at one time or at various points of time within the Exercise Period. In case of various events such as death, termination, permanent Incapacity, the Exercise Period shall be as set out in ESOP 2026. Not Applicable Options exercised Not Applicable Money realized by exercise of options Not Applicable The total number of shares arising as a result of exercise of option Not Applicable Options lapsed The Company may by special resolution of its Variation of terms of options shareholders vary the terms of the Scheme offered pursuant to an earlier resolution of the general body but not yet exercised by the Empl [Showing first 8,000 characters — download PDF for full document]