Key Resolutions

The company is seeking shareholder approval through remote e-voting only for three special resolutions:

Item No. 1: Approval of amendments to the MCT Employee Stock Option Plan 2024

  • Proposed renaming to "MPi Employee Stock Option Plan 2024"
  • Updating of company name and Corporate Identity Number (CIN changed from U72900KA2008PTC045316 to L72900KA2008PLC045316)
  • Alignment with post-listing status and governance framework
  • Consequential and conforming amendments as detailed in Annexure A
  • Amendments do not alter number of Options, exercise price, vesting terms, or exercise period of already granted Options

Item No. 2: Ratification of the MPi Employee Stock Option Plan 2024

  • Ratification required under Regulation 12(1) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • Original scheme approved by shareholders on March 15, 2024, prior to IPO
  • Pool adjusted from 21,76,895 Options to 1,08,84,475 Options due to 1:5 share sub-division (face value reduced to ₹2 per share)
  • Authorization to grant up to 1,08,84,475 Options exercisable into equity shares of face value ₹2 each
  • 40,89,475 Options available for fresh grant as of October 1, 2026
  • Aggregate pool represents approximately 4.48% of post-listing paid-up equity share capital on fully diluted basis

Item No. 3: Extension of ESOP benefits to group company employees

  • Extension to employees of group companies including subsidiaries, associate companies (in India or outside India), or holding company
  • Requires approval under Regulation 6(3) of SBEB Regulations
  • Options to group company employees will form part of the aggregate limit of 1,08,84,475 Options

Current ESOP Status (as of notice issuance)

  • Options granted outstanding: 67,95,000
  • Options vested: 40,24,500
  • Options exercised: Nil
  • Options available for fresh grant: 40,89,475

Voting Details

  • Cut-off date for eligibility: October 30, 2026
  • Remote e-voting period: November 4, 2026 (9:00 AM IST) to December 3, 2026 (5:00 PM IST)
  • E-voting agency: MUFG Intime India Private Limited (InstaVote)
  • Scrutinizer: Mr. Nagendra D Rao (FCS 5553, COP No. 7731), Designated Partner, GDR & Partners LLP
  • Results declaration: On or before December 5, 2026 (within two working days from conclusion of e-voting)

Regulatory Framework

The notice is issued pursuant to:

  • Sections 62(1)(b), 108 and 110 of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI LODR Regulations, 2015
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • MCA Circulars and Secretarial Standard on General Meetings (SS-2)

ESOP Scheme Key Disclosures (as required under Rule 12(2) and Regulation 6(2))

| Particular | Detail |

| Scheme Description | Employee stock option plan to reward employees, attract and retain key talent, motivate contribution to growth, and align employee interests with shareholders |

| Total Options | Up to 1,08,84,475 Options, each exercisable into one equity share of face value ₹2 |

| Eligible Employees | Permanent employees of the Company working in India or outside India, Directors (excluding Independent Directors, Promoters, Promoter Group members, Directors holding >10% shares), and employees of group companies (subject to separate approval) |

| Vesting Period | Not earlier than 1 year and not later than 4 years from Grant Date |

| Exercise Price | Determined by Committee, not less than face value (₹2) and up to Market Price (post-listing closing price prior to Grant Date) |

| Exercise Period | Maximum 5 years from vesting date while in employment |

| Maximum per Employee | Not exceeding 21,76,895 Options per Grant and in aggregate |

| Implementation Method | New issue of equity shares by the Company (not through trust) |

| Accounting Policy | Fair value method in accordance with Ind AS 102 |

| Lock-in | No lock-in except as required under applicable laws |

Conditional Effectiveness

  • Item No. 2 (ratification) is subject to and effective only upon passing of Item No. 1
  • Item No. 3 (extension to group companies) is subject to and effective only upon passing of Item Nos. 1 and 2

Document Availability

The notice is available on:

  • Company website: https://mpimanipal.com
  • BSE website: www.bseindia.com
  • NSE website: www.nseindia.com
  • E-voting agency website: https://instavote.linkintime.co.in