Key Quantitative Figures

  • Total ESPS Pool: 10,00,000 (Ten Lakh) equity shares
  • Percentage of paid-up capital: 4.15% of total outstanding equity shares as of March 31, 2026
  • Face value per share: ₹10
  • Maximum shares per employee per financial year: 2,41,167 shares (1% of paid-up equity capital)
  • Loan provision to trust: Not exceeding 5% of aggregate paid-up equity capital and free reserves

Parties Involved

  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Harshvardhan Tarkas (ACS 30701), Practicing Company Secretary
  • Registrar & Transfer Agent: Bigshare Services Pvt Ltd
  • Regulatory references: SEBI Listing Regulations, Companies Act 2013, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021

Purpose and Rationale

The Postal Ballot seeks shareholder approval for:

1. Implementation of Trejhara Solutions Limited - Employee Stock Purchase Scheme 2026 (TSL ESPS 2026) through an Employee Welfare Trust

2. Extension of scheme benefits to employees of existing and future subsidiary companies

3. Provision of interest-free loan to the ESPS Trust for acquiring company shares

The stated purpose is to enhance employee engagement, reward performance, create ownership culture, and retain key talent across the organization and its group companies.

Scheme Details

  • Eligibility: Permanent employees (including directors except promoters, independent directors, and directors holding >10% shares) of company and subsidiaries
  • Implementation: Through irrevocable ESPS Trust
  • Shares: Fresh issuance by company to trust, no secondary market acquisition
  • Lock-in: Minimum 1 year from share transfer to employee
  • Pricing: Not less than face value, not exceeding market price one day prior to offer date
  • Lapse conditions: Includes termination for cause, resignation before allotment, non-payment, non-acceptance within offer period

Voting Process

  • Conducted through NSDL's remote e-voting platform
  • Physical shareholders can vote using EVEN number followed by folio number
  • Demat shareholders can vote through NSDL/CDSL platforms
  • Scrutinizer appointed for fair and transparent process

Documents Availability

Postal Ballot Notice available on:

  • Company website: www.trejhara.com
  • NSDL website: www.evoting.nsdl.com
  • Stock exchange websites: www.bseindia.com and www.nseindia.com

Financial Impact

Not quantified in the disclosure. The scheme involves potential equity dilution of up to 4.15% and interest-free loan provision not exceeding 5% of paid-up capital and free reserves.

Capital Structure Impact

Potential dilution of up to 4.15% of existing paid-up equity share capital through issuance of 10 lakh new shares.