Recode Studios Limited shareholders approved the Recode Studios Limited – Employees Stock Option Plan, 2026 (RSL ESOP 2026) during an Extra-Ordinary General Meeting (EGM) held on August 11, 2026. The approval establishes a framework for granting up to 3,00,000 Employee Stock Options, each exercisable into one fully paid-up equity share with a face value of ₹10. This move aims to align employee interests with shareholder value creation following the company’s listing on the BSE SME Platform on May 12, 2026.

The EGM was convened in compliance with Regulation 44(3) read with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting was held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) from 3:00 P.M. to 3:15 P.M. (IST). Mr. Karan Bansal, Whole-time Director, chaired the proceedings, while Mr. Sumit Ghai, Practising Company Secretary, served as the scrutinizer. The requisite quorum under Section 103 of the Companies Act, 2013 was present, allowing the meeting to proceed.

Shareholders voted on two special resolutions concerning the ESOP scheme. The first resolution sought approval for the RSL ESOP 2026 itself, framed in conformity with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The second resolution extended the benefits of the plan to employees of the holding company, subsidiary companies, associate companies, and group companies, whether existing or future entities.

The voting process included remote e-voting via NSDL from August 8, 2026, at 9:00 A.M. IST to August 10, 2026, at 5:00 P.M. IST. Members who had not voted remotely could cast their votes electronically during the meeting for fifteen minutes after its conclusion. Mr. Aspi Bhesania registered as a speaker, and his queries were noted for response by the Chief Financial Officer.

Key Details of the Approved Resolutions

Directors and Management Present

The following directors attended the meeting:

• Dheeraj Bansal, Managing Director
• Shalini Trehan, Director
• Shelly Bansal, Whole-time Director
• Karan Bansal, Whole-time Director

Narinder Singh, Chief Financial Officer, was also in attendance. The company disclosed that the statutory registers and documents referred to in the notice were made available electronically for inspection by members during the meeting.

Recode Studios Limited has launched seven premium retail kiosks across six major Indian cities, marking a significant expansion in its offline distribution network. Announced on August 06, 2026, this strategic initiative aims to enhance brand visibility, improve customer accessibility, and drive market penetration for its beauty and personal care portfolio. The expansion aligns with the company’s broader objective of building a scalable, asset-light retail ecosystem that complements its existing digital channels. Management indicated that this physical presence will support a revenue growth ambition of 50% in FY27.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by Dheeraj Bansal, Managing Director of Recode Studios Limited. The press release highlights the company’s focus on high-footfall locations within leading shopping malls to maximize consumer engagement. By establishing these touchpoints, Recode Studios seeks to reduce operational costs while maintaining a premium brand image. The kiosks are designed to showcase the complete product range, allowing consumers to experience the brand’s offerings directly.

Retail Expansion Details

The new kiosks are strategically located in key urban centers to strengthen geographic reach and enhance brand recall. The expansion covers multiple states, ensuring a balanced omnichannel distribution strategy. Below are the specific locations where the new retail destinations have been established:

Dheeraj Bansal stated that the successful launch marks an important milestone in the company’s retail journey. He emphasized that the kiosk format enables a premium brand presence with greater operational efficiency. "As customer preferences continue to evolve towards an omnichannel shopping experience, expanding our offline network remains a key strategic priority," Bansal said. He noted that these locations bring the brand closer to a wider consumer base, facilitating seamless product discovery.

Strategic Rationale

The shift towards a kiosk-led growth model is intended to support stronger retail productivity by increasing physical touchpoints in high-traffic areas. This approach allows Recode Studios to maintain an efficient and scalable retail model while driving long-term market penetration. The company aims to leverage these offline interactions to strengthen customer loyalty and improve product visibility. By integrating these physical stores with its digital ecosystem, Recode Studios intends to create a cohesive customer experience that drives sustained growth.

What the Numbers Show

While the immediate financial impact of the seven new kiosks is not quantified in the filing, the strategic emphasis on an asset-light model suggests a focus on margin preservation during expansion. The company’s explicit target of 50% revenue growth in FY27 indicates aggressive scaling plans. This growth ambition relies heavily on the ability of these new touchpoints to convert footfall into sales without significantly increasing fixed operational costs. The diversification across six cities also mitigates regional risk, spreading exposure across different economic zones in India.