SP Apparels Limited has announced the allotment of 46,283 equity shares under its Employee Stock Option Plan 2024, marking a significant milestone in the company's employee incentive program. The allotment was approved by the Nomination Remuneration Committee during their meeting held on March 2, 2026.

Share Allotment Details

The company has allotted fully paid-up equity shares with specific pricing parameters that reflect the current market conditions and employee benefit structure.

Updated Share Capital Structure

Following this allotment, SP Apparels' share capital structure has been updated to reflect the increased equity base.

ESOP Plan Framework

The allotment was conducted under the SPAL Employee Stock Option Plan 2024, which operates in accordance with SEBI regulations. The plan includes specific vesting and exercise provisions designed to align employee interests with company performance.

Key features of the ESOP framework include:

• Exercise period of 12 months from the date of vesting
• Pricing formula determined by the Nomination and Remuneration Committee
• Compliance with SEBI Share Based Employee Benefits and Sweat Equity Regulations, 2021
• No lock-in period applicable to the allotted shares

Regulatory Compliance

The company has fulfilled all regulatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015. The necessary filings were completed with both BSE Limited and National Stock Exchange of India Limited, where the company's shares are listed.

The Committee Meeting commenced at 4:15 PM and concluded at 4:50 PM on March 2, 2026, ensuring proper governance procedures were followed throughout the allotment process.

S.P. Apparels Limited has issued a comprehensive postal ballot notice to its shareholders, seeking approval for critical corporate governance matters through remote electronic voting. The notice, dated February 11, 2026, addresses two significant resolutions that require shareholder consent under regulatory compliance requirements.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two special resolutions that will shape the company's leadership structure and financial flexibility. Both resolutions require careful consideration from shareholders as they involve substantial corporate decisions.

Executive Director Re-appointment

The first resolution seeks approval for the re-appointment of Mrs. S. Latha (DIN: 00003388) as Whole-Time Director designated as Executive Director. Her current tenure expires on August 15, 2026, and the proposed re-appointment would extend her service for an additional 3 years from August 16, 2026.

Mrs. Latha, one of the company's promoters, brings extensive experience in retail business, entrepreneurship, and general administration. Her compensation package includes various perquisites such as company-maintained car, telephone facilities, provident fund contributions, and reimbursement of business entertainment expenses.

Loan and Guarantee Provisions

The second resolution addresses the company's financial operational flexibility by seeking approval to advance loans, provide guarantees, or securities under Section 185 of the Companies Act, 2013. This resolution would authorize the Board of Directors to extend financial support up to ₹100,00,00,000 to persons where company directors have interests.

E-Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process, ensuring adequate time for shareholder participation. MUFG Intime India Private Limited (formerly Link Intime India Private Limited) will facilitate the remote e-voting process.

Corporate Governance and Compliance

The postal ballot process demonstrates the company's commitment to regulatory compliance and transparent corporate governance. Sri M. D. Selvaraj (FCS 960 / COP 411), Managing Partner of MDS & Associates LLP, has been appointed as the Scrutinizer to ensure fair and transparent conduct of the e-voting process.

Shareholders can access the complete postal ballot notice on the company's website at www.s-p-apparels.com , as well as on the websites of BSE Limited and National Stock Exchange of India Limited. The notice includes detailed explanatory statements pursuant to Section 102 of the Companies Act, 2013, providing comprehensive information about each resolution.

Financial Performance Context

The company's recent financial performance provides context for the proposed resolutions. For the year ended March 31, 2025, S.P. Apparels reported sales and other income of ₹9890.05 million, with profit after tax of ₹835.31 million and basic earnings per share of ₹33.29.

The voting rights will be proportionate to shareholders' equity stake as of the cut-off date, and results will be communicated to both stock exchanges where the company's shares are listed. This postal ballot represents a significant step in the company's ongoing corporate governance processes and strategic decision-making framework.