Meeting Details

  • Cut-off Date for Shareholder Eligibility: Friday, November 06, 2026
  • Type of Process: Postal Ballot through remote e-voting
  • No physical meeting is convened

Proposed Resolutions and Implications

The notice contains two special resolutions:

Item No. 1: Approval of Aptus ESOS 2026

  • Creation and implementation of employee stock option scheme titled "Aptus Employee Stock Option Scheme 2026"
  • Grant of up to 30,00,000 (Thirty Lakh) stock options to eligible employees
  • Each option entitles holder to one fully paid-up equity share of face value ₹2 each
  • Shares will rank pari passu with existing equity shares
  • Board authorized to make adjustments for corporate actions including bonus issue, rights issue, stock split, consolidation, merger, demerger

Item No. 2: Extension of ESOS to Subsidiary Employees

  • Extension of Aptus ESOS 2026 benefits to eligible employees of subsidiary company exclusively working in India
  • Grant of options within overall scheme limits

Voting Process and Methods

  • Voting Method: Remote e-voting only
  • E-voting Service Provider: KFin Technologies Limited
  • Voting Website: https://evoting.kfintech.com
  • Voting Period: Tuesday, November 10, 2026 at 09:00 a.m. IST to Wednesday, December 09, 2026 at 05:00 p.m. IST
  • Individual demat holders can vote through NSDL or CDSL platforms using their demat account credentials

Key Voting Timeline

  • Remote e-voting commencement: November 10, 2026 at 09:00 a.m. IST
  • Remote e-voting conclusion: December 09, 2026 at 05:00 p.m. IST
  • Results declaration: On or before Friday, December 11, 2026

Scrutinizer Appointment

  • Mr. S Sandeep (FCS No. 5853, COP No. 5987), Managing Partner, S. Sandeep & Associates, Practicing Company Secretaries appointed as Scrutinizer
  • Scrutinizer will submit report to Chairman after completion of scrutiny

Compliance with Regulations

The notice is issued pursuant to:

  • Section 110 of Companies Act, 2013
  • Companies (Management & Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standards SS-2 issued by ICSI
  • General Circular Nos. 14/2020, 17/2020, 09/2023, 09/2024, and 03/2025 issued by Ministry of Corporate Affairs
  • Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Shareholder Eligibility and Voting Rights

  • Members on Register of Members/List of Beneficial Owners as on November 06, 2026 are eligible
  • Voting rights: One vote per equity share based on paid-up value
  • Members must register email addresses with depositories/RTA for electronic communication

Scheme Details (Explanatory Statement)

Total Options: Up to 30,00,000 equity shares of ₹2 each

Eligible Employees:

  • Permanent employees of the Company
  • Directors (excluding independent directors)
  • Employees of subsidiary company
  • Excludes promoters/promoter group and directors holding >10% shares

Vesting Conditions:

  • Minimum vesting period: 1 year
  • Maximum vesting period: 4 years
  • Options vest in tranches as determined by Nomination & Remuneration Committee

Exercise Price:

  • Average of weekly high and low prices over last two weeks preceding grant date

Exercise Period:

  • Maximum 2 years from vesting date
  • Extended periods for death (12 months) and permanent disability (12 months)

Maximum Grants:

  • Aggregate: 30,00,000 options
  • Per employee: 5,00,000 options

Accounting Treatment:

  • Fair value method as per Ind AS 102
  • Compliance with SEBI SBEB & SE Regulations, Regulation 15

Implementation:

  • Directly by Company (no trust involved)
  • New share issuance only (no secondary acquisition)
  • No lock-in period for allotted shares

Document Availability

  • Company website: www.aptusindia.com
  • Stock exchange websites: www.bseindia.com and www.nseindia.com
  • RTA website: https://evoting.kfintech.com
  • For inspection: Available at registered office until voting conclusion date