Key Quantitative Figures

  • Maximum ESOP pool: Up to 5% of paid-up equity share capital as of March 31, 2026
  • Maximum options per employee per year: 25,00,000 (twenty-five lakh) options or 1% of issued capital, whichever is lower
  • Maximum loan to ESOP Trust: Not exceeding 10% of aggregate paid-up share capital and free reserves in a financial year
  • Outstanding loan limit: Shall not exceed 10% of paid-up share capital and free reserves at any time
  • Face value of shares: ₹5 per equity share
  • Secondary acquisition limit: Trust can acquire up to 2% of paid-up capital in any financial year, with aggregate holding not exceeding 5%

Dates of Action

  • Cut-off date for e-voting eligibility: August 7, 2026
  • E-voting commencement: August 14, 2026 at 9:00 AM IST
  • E-voting end: September 12, 2026 at 5:00 PM IST
  • Results declaration: On or before September 14, 2026
  • Resolution deemed passed: September 12, 2026 (if approved)

Parties Involved

  • ESOP Trust: Subex Employee Welfare and ESOP Benefit Trust
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Pramod S.M. (FCS Membership No. 7834), Partner, BMP & Co., LLP
  • Alternate Scrutinizer: Mr. Biswajit Ghosh (FCS Membership No. 8750), Partner, BMP & Co., LLP
  • Registrar and Transfer Agent: KFinTech

Purpose and Rationale

The Postal Ballot seeks shareholder approval for four special resolutions:

1. Formulation and implementation of 'Subex Employees Stock Option Scheme 2026' for up to 5% of paid-up equity capital

2. Extension of ESOP benefits to employees of the company's subsidiaries

3. Authorization for the ESOP Trust to acquire company shares in the secondary market

4. Grant of interest-free loan to the ESOP Trust for share acquisitions

The stated purpose is to foster ownership among key employees, align employee interests with company performance, attract and retain quality talent, and instill long-term commitment.

Scheme Features and Conditions

Eligibility

  • Present and future employees working in India or outside India
  • Directors of the company (excluding promoters, promoter group, independent directors, and directors holding >10% equity)
  • Employees of subsidiaries (same exclusions apply)

Vesting and Exercise

  • Minimum vesting period: 1 year from grant date
  • Maximum vesting period: 48 months (four years) from grant date
  • Exercise price: Based on market price or committee decision, not less than average market price paid by trust
  • Exercise period: Specified by Nomination & Remuneration Committee at time of grant

Trust Operations

  • Implementation through trust route (Subex Employee Welfare and ESOP Benefit Trust)
  • Secondary market acquisitions only (no new share issuance)
  • Trustees shall not vote on shares held by trust
  • Trust shareholding classified as non-promoter, non-public
  • Trust prohibited from dealing in derivatives

Loan Terms

  • Interest-free loan to ESOP Trust
  • Not to be made from borrowed funds
  • Working capital debt on disbursement dates shall not exceed balance as of March 31, 2026
  • Repayable from exercise price paid by employees

Accounting and Disclosure

  • Fair value method valuation in compliance with IND-AS
  • Disclosure in Director's Report as required by SEBI ESOP Regulations and Companies Act

Voting Arrangements

  • Remote e-voting only (no physical ballots)
  • NSDL appointed as e-voting agency
  • Voting rights proportional to shareholding as of August 7, 2026 cut-off date
  • Results to be displayed on company website (www.subex.com), NSDL website, and submitted to BSE and NSE

Documents Available

  • Postal Ballot Notice with explanatory statement
  • All referenced documents available for electronic inspection without fee until September 12, 2026
  • Available on company website, stock exchange websites, and NSDL website

Impact Disclosure

  • No additional equity dilution (secondary market acquisitions only)
  • Financial impact not quantified in the disclosure
  • Capital structure impact: Potential change in non-promoter, non-public shareholding category when shares are transferred from trust to employees
  • Cash flow implications: Outflow for loan to trust, inflow from exercise price payments by employees