Key Event Details

The EGM is scheduled to be held on Tuesday, August 11, 2026, at 03:00 P.M. (IST) through Video Conferencing/Other Audio-Visual Means. The deemed venue for the EGM is the registered office of the Company.

Business to be Transacted

SPECIAL BUSINESS

Item No. 1: To approve Recode Studios Limited- Employees Stock Option Plan, 2026 ('RSL ESOP 2026' or 'ESOP 2026' or 'Plan')

A special resolution is proposed to approve the creation and grant of up to 300,000 employee stock options.

Key Terms of the Resolution:

  • The options, upon exercise, shall not exceed in aggregate 300,000 equity shares of face value ₹10 each.
  • One option entitles the grantee to one equity share.
  • The grant is subject to provisions of Section 62(1)(b) of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
  • The Nomination and Remuneration Committee is designated as the Compensation Committee for administering the plan.
  • The new shares issued upon exercise will rank pari-passu with existing equity shares.
  • The number of options granted to an employee in any one year shall not exceed 1% of the total issued equity share capital (excluding warrants and conversions) without prior shareholder approval.
  • The Compensation Committee is authorized to formulate detailed terms, including eligibility, vesting conditions, exercise price, and exercise period.
  • Lapsed options will be added back to the pool for future grants.
  • The Board/Committee is authorized to take steps for listing the new shares on stock exchanges.

Item No. 2: To approve extending the benefits of RSL-ESOP 2026 to employees of the Holding Company, Subsidiary Company(ies), Associate Company(ies) and Group Company(ies)

A special resolution is proposed to extend the ESOP 2026 to eligible employees of the company's group companies.

Key Terms of the Resolution:

  • The options granted to employees of group companies will be allotted from the aggregate limit of 300,000 equity shares already proposed under Item No. 1. No additional shares will be created.
  • The same terms regarding ranking of shares and adjustments for corporate actions (like stock splits or consolidations) apply.
  • The eligibility excludes Promoters, Promoter group, Independent Directors, and Directors holding more than 10% of the outstanding equity shares.

Explanatory Statement Highlights

The Explanatory Statement provides the rationale and details for the proposed ESOP 2026.

Purpose: To attract, retain, and motivate eligible employees by allowing them to participate in the company's growth and align their interests with shareholders.

Total Options: The aggregate number of stock options shall not be exercisable into more than 300,000 equity shares, equivalent to 2.82% of the existing paid-up capital.

Eligible Employees: Includes employees and directors (excluding promoters, promoter group, independent directors, and directors holding >10% shares) of the Company and its group companies (holding, subsidiary, associate).

Vesting: Minimum vesting period is one year from the date of grant, with a maximum vesting period of up to 2 years. The Compensation Committee will determine the exact vesting schedule.

Exercise Price: Shall be determined by the Compensation Committee but will not be less than the face value (₹10) and not higher than the prevailing market price on the grant date.

Exercise Period: Maximum period for exercise of an option will be up to 3 years from vesting.

Implementation: The plan will be implemented directly by the company, not through a trust, and involves only a new issue of shares (no secondary acquisition).

Accounting: The company will use the fair value method (Black-Scholes model) for accounting and will conform to the policies specified in SEBI Regulation 15.

Voting Information

The remote e-voting period commences on Saturday, August 08, 2026 (9:00 A.M. IST) and ends on Monday, August 10, 2026 (5:00 P.M. IST). The cut-off date for determining members entitled to vote is Tuesday, August 04, 2026. E-voting is facilitated by National Securities Depository Limited (NSDL). Members can also vote during the EGM.

The scrutinizer will issue a consolidated report of votes cast, and the results will be posted on the company's website (https://shop.recodestudios.com/), BSE's website, and NSDL's website.