NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING (''EGM') OF THE MEMBERS OF SUSAN ELECTRICALS INDIA LIMITED WILL BE HELD ON THURSDAY, 3RD SEPTEMBER, 2026 AT 3:00 P.M. (IST) ....

NOTICE NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING ('EGM’) OF THE MEMBERS OF SUSAN ELECTRICALS INDIA LIMITED WILL BE HELD ON THURSDAY, 3RD SEPTEMBER, 2026 AT 3:00 P.M. (IST) SCHEDULED TO BE HELD THROUGH VIDEO CONFERENCING/OTHER AUDIO-VISUAL MEANS TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: Item No. 1: To approve Susan Electricals India Limited- Employees Stock Option Plan, 2026 (‘SEIL ESOP 2026’ or ‘ESOP 2026’ or ‘Plan’) To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 62(1)(b) of the Companies Act, 2013 (“the Act") and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Act, including any statutory modification(s) or re‐enactment thereof for the time being in force and in accordance with the provisions of the Memorandum and Articles of Association of the Company and the provisions of the Securities and Exchange Board of India ("SEBI") (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations") (including any statutory modification(s) or re‐ enactment(s) thereof, for the time being in force) and in accordance with circulars / guidelines issued by SEBI, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable laws, rules and regulations, Circulars / guidelines for the time being in force, and from time to time applicable and subject to any such other consents, permissions, sanctions and approvals of any authorities as may be required, and subject to any such condition(s) or modification(s), if any, as may be prescribed or imposed by such authorities while granting such approval(s), and subject to acceptance of such condition(s) or modification(s) by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any committee including the Nomination and Remuneration Committee (“Compensation Committee”) which the board has constituted to exercise its powers including the powers conferred by the resolution), the consent of the Members be and is hereby accorded to the Compensation Committee to create, issue and grant not exceeding 2,04,000 (Two Lakhs Four Thousand) employee stock options (hereinafter referred to as the “Options”), in one or more tranches, from time to time, to or for the benefit of such person(s) who are in the employment or service of the Company (together with the stock options proposed to be created / offered / issued / allotted to present and future, in or outside India, including any director who is in whole‐time employment (other than employees / directors who are promoters or belonging to the promoter group, independent / non‐executive directors and directors holding directly or indirectly more than ten percent of the outstanding equity shares of the Company), subject to their eligibility as may be determined under the ESOP 2026, which upon exercise shall not exceed in aggregate 2,04,000 (Two Lakhs Four Thousand) equity shares (“Shares”) having a face value of Rs. 10/‐ (Rupees Ten Only) each fully paid‐up of the Company, where one Option upon exercise shall entitle the Option Grantee to one Equity Share, exercise subject to payment / recovery of requisite exercise price and applicable taxes, on such terms, conditions and in such manner as the Board / Compensation Committee may decide in accordance with the provisions of the applicable laws and the provisions of the Plan.” RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, buy‐back of shares, split or consolidation of shares etc. of the Company, the number of Options shall be appropriately adjusted. RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company upon exercise of options from time to time in accordance with the Plan shall rank pari‐passu in all respects with the then existing Equity Shares of the Company. RESOLVED FURTHER THAT in case the equity shares of the Company are either sub‐divided or consolidated, then the number of equity shares to be issued and allotted on exercise of Options granted under the ESOP 2026 and the exercise price of Options granted under the ESOP 2026 shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of Rs. 10/‐ (Rupees Ten only) per equity share bears to the revised face value of the equity shares of the Company after such sub‐division or consolidation, without affecting any other rights or obligations of the employees who have been granted Stock Options under the ESOP 2026. RESOLVED FURTHER THAT the number of Stock Options that may be granted to identified Employees, during any one year, under the Plan shall not exceed 1% of the total issued Equity Share Capital in a financial year (excluding outstanding warrants and conversions) of the Company as at the time of grant of options except prior approval from shareholders by way of separate resolution in the general meeting. RESOLVED FURTHER THAT the Company’s Nomination and Remuneration Committee be designated as the Compensation Committee in accordance with Regulation 5(1) of the SEBI SBEB & SE Regulations for the purposes of administration of ESOP 2026. RESOLVED FURTHER THAT without prejudice to the generality of the Board, the ‘Compensation Committee’ is authorised to formulate, evolve, decide upon and implement the ESOP 2026, determine the detailed terms and conditions of the aforementioned ESOP 2026 including but not limited to formalizing the eligibility criteria, appraisal process, identification of Employees, quantum of the Options to be granted per employee, the number of Options to be granted in each tranche, the terms or combination of terms subject to which the said Options are to be granted, the exercise period, the vesting period, the vesting conditions, the method to be used for valuation of Options and the procedure for making a fair and reasonable adjustment to the number of Options and to the Exercise Price in case of change in capital structure, obtaining permissions, etc. and as the Compensation Committee may in its absolute discretion think fit. RESOLVED FURTHER THAT the Board/ Compensation Committee is hereby authorised to make any modifications, changes, variations, alterations or revisions in the ESOP 2026 as it may deem fit, from time to time or to suspend, withdraw, revive or terminate ESOP 2026, from time to time, in conformity with applicable laws, provided such variations, modifications, alterations or revisions are not detrimental to the interests of the Employees. RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the Companies Act, 2013 and any other applicable laws and regulations to the extent relevant and applicable to the Plan. RESOLVED FURTHER THAT the Stock Options that have lapsed either by reason of non‐vesting / non‐ exercise be added to the Pool for future grants. RESOLVED FURTHER THAT the Board/ Compensation Committee shall take necessary steps for listing of the Equity Shares allotted under the ESOP 2026 on the Stock Exchanges, where the Shares of the Company are listed in accordance with the provisions of the SEBI SBEB & SE Regulations, the SEBI LODR Regulations and other applicable laws and regulations. RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient or proper and to settle all questions, difficulties or doubts that may arise in relation to formulation and implementation of the ESOP 2026, at any stage including at the time of listing of the equity shares issued herein without requiring the Board to secure any further consent or approval of [Showing first 8,000 characters — download PDF for full document]