Alicon Castalloy Limited has received overwhelming shareholder support for its Employee Stock Option Scheme-2026 (ESOS-2026) through a postal ballot conducted entirely via remote e-voting. The special resolution was approved on March 28, 2026, marking a significant milestone in the company's employee incentive framework.

Voting Results and Participation

The postal ballot results demonstrated strong shareholder engagement, with detailed voting patterns across different categories:

The overall approval rate of 76.65% exceeded the required majority for the special resolution, with 4,504,425 votes cast in favor against 1,372,011 votes opposing the scheme.

ESOS-2026 Scheme Details

The approved Employee Stock Option Scheme-2026 encompasses several key provisions:

• Option Pool: Up to 3,00,000 employee stock options
• Share Face Value: Rs. 5 per equity share
• Eligible Participants: Permanent employees of the company, subsidiaries, and associate companies
• Exclusions: Promoters, promoter group members, independent directors, and directors holding more than 10% equity
• Geographic Scope: Employees in India and overseas locations

Voting Process and Timeline

The postal ballot was conducted in accordance with Section 110 of the Companies Act, 2013, and SEBI regulations. Key timeline details included:

Regulatory Compliance and Authorization

The scheme operates under comprehensive regulatory framework compliance, including the Companies Act 2013, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board of Directors, including the Nomination and Remuneration Committee, received authorization to implement the scheme in tranches and make necessary adjustments for corporate actions such as bonus issues, rights issues, or share subdivisions.

Corporate Governance

Advocate Avinash V. Joshi, serving as the appointed scrutinizer, confirmed the validity of all voting responses and the transparent conduct of the postal ballot process. The scrutinizer's report noted that the combined votes in favor were three times more than votes against, satisfying the special resolution requirements. Witnesses Mr. Rohit Kavankar and Mr. Anant Ambekar, both independent of the company, observed the vote counting process to ensure procedural integrity.

Alicon Castalloy Limited has issued a postal ballot notice seeking shareholder approval for its proposed Employee Stock Option Scheme-2026 (ESOS-2026). The notice, dated February 19, 2026, outlines the company's initiative to implement an equity-based compensation program for its employees.

Key Details of the Postal Ballot

The postal ballot process has been structured with specific timelines and procedures for shareholder participation:

The company has engaged National Securities Depository Limited (NSDL) as the e-voting service provider, with voting conducted exclusively through electronic mode in compliance with MCA circulars.

ESOS-2026 Scheme Features

The proposed Employee Stock Option Scheme-2026 represents a comprehensive employee benefit program designed to align employee interests with corporate growth objectives:

Eligibility Criteria

The scheme covers permanent employees of the company including whole-time directors, with specific exclusions for:

• Promoters and promoter group members
• Independent directors
• Directors holding more than 10% equity shares

The Nomination and Remuneration Committee will serve as the Compensation Committee for scheme administration, with authority to determine eligibility based on performance parameters, tenure, and contribution to corporate growth.

Vesting and Exercise Framework

The ESOS-2026 incorporates a structured approach to option vesting and exercise:

Vesting Requirements:

• Based on continuation of employment
• Subject to individual performance parameters
• Committee discretion on vesting schedules within maximum 4-year period

Exercise Process:

• Written application to the company
• Payment of exercise price
• Satisfaction of applicable tax obligations
• Options lapse if not exercised within specified period

Corporate Governance and Compliance

The scheme adheres to regulatory requirements under the Companies Act, 2013, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company will follow Indian Accounting Standards for option valuation using the intrinsic/fair value method.

Key compliance features include:

• Fresh issue of shares (no secondary acquisition)
• No lock-in period except regulatory restrictions
• Adjustment provisions for corporate actions
• Regular disclosure requirements

The Board of Directors has recommended the resolution for shareholder approval, emphasizing the scheme's role in attracting and retaining key talent while motivating employees to contribute to overall corporate growth and profitability.