HealthCare Global Enterprises Limited Postal Ballot Notice Summary

Key Resolutions for Shareholder Approval

1. Approval of HCG Employee Stock Option Scheme – 2026
  • Resolution Type: Special Resolution
  • Purpose: To create and implement a new ESOP scheme
  • Maximum Options: 74,21,455 employee stock options
  • Equity Dilution: 4.97% of total issued share capital (up to 74,21,455 equity shares of ₹10 face value each)
  • Administration: To be administered by the Nomination and Remuneration Committee
  • Ranking: New shares will rank pari passu with existing equity shares
  • Existing Scheme: No further grants under HCG ESOS 2021 after new scheme becomes effective
2. Approval for Grant of Stock Options to Group Company Employees
  • Resolution Type: Special Resolution
  • Purpose: Extend ESOP benefits to employees of subsidiary and associate companies
  • Coverage: Eligible employees of group companies in India and outside India
3. Approval for Grant Exceeding 1% of Issued Capital to CEO
  • Resolution Type: Special Resolution
  • Beneficiary: Dr. Manish Mattoo, Executive Director and CEO
  • Number of Options: 18,55,364 options
  • Equity Dilution: 1.24% of diluted equity share capital
  • Rationale: Recognition of his significant contributions and leadership
4. Reappointment of Mr. Rajiv Maliwal as Independent Director
  • Resolution Type: Special Resolution
  • Director Details: Mr. Rajiv Maliwal (DIN: 00869035)
  • New Term: 5 years effective from May 25, 2026 (second term)
  • Remuneration: ₹35 lakh per annum (inclusive of all fees for Board/Committee meetings)
  • Minimum Remuneration: Payable in case of inadequacy of profits as per Schedule V of Companies Act
5. Revision in Remuneration of Dr. Manish Mattoo, CEO
  • Resolution Type: Special Resolution
  • Effective Date: April 1, 2026
  • Revised Structure:
  • Base Pay: ₹2.75 crore per annum
  • Variable Pay: ₹1.25 crore per annum (extendable to 120% based on performance)
  • Minimum Remuneration: Payable in case of inadequacy of profits as per Schedule V of Companies Act
  • Tenure: For remainder of existing tenure

Voting Process Details

  • Cut-off Date: June 05, 2026
  • E-voting Period: June 09, 2026 (9:00 AM) to July 08, 2026 (5:00 PM)
  • Service Provider: KFin Technologies Limited
  • Result Declaration: On or before July 10, 2026
  • Voting Method: Remote e-voting only (no physical ballot forms)
  • Scrutinizer: Mr. V. Sreedharan of M/s V. Sreedharan & Associates

Financial Context

  • Standalone FY2026 Performance:
  • Total Income: ₹1,394.97 crore
  • EBITDA (before exceptional items): ₹271.26 crore
  • Profit After Tax: ₹14.58 crore
  • Foreign Exchange (FY2026):
  • Expenditure: ₹9.42 crore
  • Earnings: ₹17.52 crore

Capital Structure Impact

  • Maximum potential equity dilution of 4.97% through ESOP scheme
  • Additional 1.24% potential dilution specifically for CEO grant
  • No immediate cash flow impact except potential future equity issuance

Governance Aspects

  • All resolutions require special majority approval
  • Explanatory statement provided as per Section 102 of Companies Act
  • Material documents available for inspection at registered office
  • Disclosure of director interests and relationships as required