Item No. 1: Approval of SEIL ESOP 2026

  • Special resolution to approve Susan Electricals India Limited - Employees Stock Option Plan, 2026 (SEIL ESOP 2026)
  • Authorization to create, issue and grant not exceeding 204,000 employee stock options
  • Options convertible into equity shares of face value ₹10 each
  • One option entitles grantee to one equity share upon exercise
  • Options to be granted to employees including directors in whole-time employment
  • Excludes promoters, promoter group, independent/non-executive directors, and directors holding >10% equity shares
  • Compensation Committee (Nomination and Remuneration Committee) to administer the plan
  • Maximum grants limited to 1% of issued equity capital per financial year without separate approval
  • Options subject to minimum vesting period of 1 year
  • Exercise period up to 5 years from vesting
  • Exercise price not less than face value and not higher than prevailing market price
  • Lapsed options to be added to pool for future grants
  • Equity shares issued to rank pari-passu with existing shares

Item No. 2: Extension of ESOP to Group Companies

  • Special resolution to extend ESOP 2026 benefits to employees of holding, subsidiary, associate and group companies
  • Same eligibility criteria excluding promoters, promoter group, etc.
  • No additional equity shares beyond the 204,000 already approved
  • Shares to rank pari-passu with existing shares

Item No. 3: Regularization of Director

  • Special resolution to regularize Mr. Charan Singh (DIN: 09238002) as Non-Executive & Non-Independent Director
  • Originally appointed as Additional Director on 7th August, 2026 under Section 161 of Companies Act, 2013
  • Holds office until ensuing General Meeting
  • 37 years experience in banking and financial sector
  • Former Executive Director of UCO Bank and General Manager at Bank of India
  • Former Member (Technical) at NCLT Hyderabad (2022-2025)
  • M.Sc. in Rural Banking & Agricultural Economics, Certified Associate of Indian Institute of Bankers
  • IICA Certificate for Independent Director, registered Insolvency Professional with IBBI
  • Current directorships: Century Extrusions Ltd, ASAR IMF & Financial Services Private Limited
  • Previous directorship: SPML Infra Limited (resigned 14.11.2022)
  • No shareholding in the company
  • Entitled to sitting fees as per company policy

Financial Impact

  • Maximum potential equity dilution: 204,000 shares (exact percentage not specified)
  • Accounting treatment to follow SEBI SBEB & SE Regulations and Companies Act requirements
  • Black-Scholes model to be used for option valuation

Governance Structure

  • Compensation Committee to administer ESOP plan
  • Board authorized to make modifications not detrimental to employees
  • No trust structure involved - direct implementation by company