This is a regulatory disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submitted to BSE Limited. It details the outcomes of a Board of Directors meeting held on July 15, 2026, at 03:00 P.M. at the company's registered office in Ludhiana, Punjab.
The Board discussed and approved the following matters:
1. Extra Ordinary General Meeting (EGM) Scheduling
- The Board approved the notice for an Extra Ordinary General Meeting (EGM).
- The EGM is scheduled for Tuesday, August 11, 2026, at 03:00 P.M.
- The meeting will be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM).
2. E-voting Eligibility and Process
- The cut-off date for determining member eligibility to vote electronically is fixed as Tuesday, August 4, 2026.
- Members whose names appear on the register of members as of this date will be eligible for e-voting.
- The remote e-voting facility will be open from Saturday, August 8, 2026, at 9:00 A.M. to Monday, August 10, 2026, at 5:00 P.M.
- Voting can be done between 9:00 a.m. and 5:00 p.m. during this period.
3. Scrutinizer Appointment
- The Board appointed CS Sumit Ghai, Practicing Company Secretary, as the Scrutinizer.
- His role is to scrutinize the remote e-voting process and the votes cast for the EGM.
4. Employee Stock Option Plan (ESOP) Approval
- The Board considered and approved the formulation of the 'Recode Studios Limited – Employee Stock Option Plan, 2026' or 'RSL ESOP, 2026'.
- This approval is in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
- The plan is subject to the approval of the members of the Company at the ensuing EGM.
Key Details of the RSL ESOP, 2026 Plan (from Annexure-I):
- Total Options: The plan makes available up to 300,000 (Three Lakhs) employee stock options.
- Share Conversion: Upon exercise, these options shall not exceed 300,000 (Three Lakhs) equity shares of the company.
- Face Value: Each share has a face value of ₹10.
- Option-to-Share Ratio: Each option carries the right to apply for 1 (One) Equity Share.
- Compliance: The plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
- Pricing Formula: The exercise price for each grant will be determined by the Compensation Committee. It will be not less than the face value (₹10) and not more than the 'market price' of the equity shares at the time of grant.
- Vesting Period: The exact vesting proportion and period will be determined by the Compensation Committee, subject to a minimum vesting period of one year from the date of grant and a maximum vesting period of up to 2 years.
- Exercise Period: Vested options may be exercised within an 'Exercise Window' as determined by the Compensation Committee, provided it is within 3 (three) years from the date of completion of the Vesting Period. Vested options not exercised within the Exercise Period shall automatically lapse.
- Administration: The plan shall be operated and administered by the Nomination and Remuneration Committee (Compensation Committee) of the Company.
- Eligibility: Options are available for grant to eligible employees of the Company and its existing and future Holding, Subsidiary, Associate, and Group companies.
- The fields for 'options vested', 'options exercised', 'money realized', 'options lapsed', 'variation of terms', and 'diluted EPS' were marked as 'NA' (Not Applicable) in the disclosure, indicating this information is not relevant for the initial plan formulation.
The Board meeting concluded at 03:50 P.M.