Wakefit Innovations Limited's Board of Directors approved comprehensive share capital restructuring and six key resolutions for shareholder approval through postal ballot during their meeting held on December 19, 2025. The sleep solutions company announced these developments following board decisions, with regulatory filings submitted to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI Listing Regulations.

Board Meeting Outcomes and Regulatory Compliance

The board meeting resulted in approval of multiple significant corporate actions requiring shareholder consent through postal ballot process. The company has filed the outcome with both stock exchanges and will publish the postal ballot notice with related documentation on its investor relations website at www.wakefit.co/investor-relations .

Share Capital Reclassification Resolution

The primary resolution seeks approval for reclassifying the company's authorized share capital structure while maintaining the total at ₹53,92,82,000. The restructuring involves converting all preference share categories into equity shares, simplifying the capital structure significantly.

Shareholders Agreement Provisions and Director Nominations

The board approved specific provisions from the Shareholders Agreement dated May 13, 2025, and its Amendment Agreement dated June 25, 2025. These provisions establish director nomination rights and upside arrangement mechanisms that survived the agreement's termination upon listing, based on latest BENPOS data dated December 17, 2025.

Director Nomination Framework

The approved provisions establish specific director nomination rights for key stakeholders under the surviving clauses of the shareholders agreement, with maximum board size set at 15 directors.

Articles of Association Amendments

The board approved insertion of two new articles in the company's Articles of Association. Article 102A addresses director nomination rights, while Article 168 establishes the Additional Promoter Consideration mechanism involving upside sharing arrangements between promoters and investors.

Postal Ballot Resolutions

The postal ballot notice includes six key resolutions requiring shareholder approval, including ESOP ratification and shareholders agreement provisions.

Employee Stock Option Plan Ratification

The postal ballot includes ratification of Wakefit Employee Stock Option Plan-2019 (ESOP 2019), which requires shareholder approval post-listing as per SEBI regulations. The plan allows granting up to 1,28,06,928 stock options to eligible employees with 87,42,352 options already granted.

The regulatory filing was signed by Company Secretary and Compliance Officer Surbhi Sharma (Membership No. A57349), ensuring compliance with all applicable listing regulations and disclosure requirements.

Wakefit Innovations Limited has notified the stock exchanges about its updated regulatory compliance framework through the implementation of comprehensive Prohibition of Insider Trading Rules. The company submitted the intimation to BSE Limited and National Stock Exchange of India Limited on December 15, 2025, in accordance with Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Regulatory Framework Implementation

The updated rules framework encompasses the Wakefit Prohibition of Insider Trading Rules, which includes a comprehensive Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This framework aligns with Regulation 8(1) of the SEBI PIT Regulations and demonstrates the company's commitment to maintaining regulatory compliance standards.

Key Components of the Trading Rules

The comprehensive framework establishes detailed procedures for various aspects of insider trading prevention and compliance management. The rules define designated persons, trading restrictions, and disclosure requirements while implementing robust internal control mechanisms.

Trading Window Management:

• Designated persons can trade only when trading windows are open
• Trading restrictions apply during periods of unpublished price-sensitive information
• Windows remain closed until 48 hours after information becomes publicly available
• Special provisions for employee stock option exercises

Pre-clearance Requirements:

• Mandatory pre-clearance for trades exceeding ₹10.00 lakhs in market value per calendar quarter
• Seven-day execution window following approval
• Detailed reporting requirements within two days of transaction completion
• Specific authority matrix for different categories of designated persons

Digital Database and Information Management

The rules mandate maintenance of a structured digital database containing comprehensive records of information sharing activities. This database must capture the nature of unpublished price-sensitive information, names of persons sharing and receiving information, along with PAN or other authorized identifiers.

Database Requirements:

• Internal server management with adequate controls
• Time-stamping and audit trail capabilities
• Eight-year preservation period for transaction records
• Enhanced preservation during regulatory investigations

Penalty Structure and Enforcement

The framework establishes a comprehensive penalty structure addressing various categories of violations, ranging from technical breaches to substantial violations involving profit-making activities during restricted periods.

The company retains authority to impose warnings and monetary fines, with collected amounts being remitted to SEBI's Investor Protection and Education Fund. These internal actions complement potential SEBI enforcement measures for regulatory violations.

Implementation and Accessibility

Wakefit has made the complete rules document available on its official website and uploaded it to the company portal through the SDD Tab on JumpCloud. The framework includes detailed annexures covering application forms, disclosure formats, and procedural guidelines for various trading scenarios.

The updated rules framework reflects Wakefit's proactive approach to regulatory compliance and corporate governance standards. The comprehensive nature of these guidelines ensures clear understanding of obligations among designated persons while maintaining transparency in information disclosure processes.