SPSarla Performance Fibers526885Executive stock options

Board approves ESOP Plan 2026 with 39,75,150-option pool; members to vote by postal ballot

Board approved the SPFL ESOP Plan 2026 with a common pool of 39,75,150 options, each for one ₹1 share, run through an ESOP Trust that buys shares on the exchange.

By ScoutQuest · Tue 3 Nov 2026, 8:01 PM IST · 3 min read

Option pool

39,75,150 options, each for one ₹1 share

Trust funding cap

5% of the aggregate of paid-up capital and free reserves

E-voting window

5 Nov to 4 Dec 2026

What the board approved

• A fresh Sarla Performance Fibers Limited Employee Stock Option Plan 2026, to be implemented and administered through the SPFL ESOP Trust by way of Secondary Acquisition only.
• A common pool of 39,75,150 options, each exercisable for one fully paid-up equity share of face value ₹1 each.
• Withdrawal of the ESOP Scheme 2025, which members had approved on March 6, 2025. No option was granted and no share was allotted under the 2025 Plan.
• Extension of the new Scheme to eligible employees and directors of subsidiary companies, present and future, in India or outside India, within the same common option pool.
• No options were granted by the Board at this meeting.

How the trust is funded

• The SPFL ESOP Trust will acquire existing fully paid-up equity shares of the company through Secondary Acquisition on the platform of a recognised stock exchange.
• The company will provide money to the trust, from time to time and in one or more tranches, solely for that acquisition. The proposed loan is interest-free, unsecured and co-terminus with the Scheme, with recourse limited to the assets of the Trust.
• The value of shares purchased in the aggregate together with the money provided by the company shall not exceed 5% of the aggregate of paid-up capital and free reserves under Rule 16(1)(d), computed from time to time.
• The loan shall not reimburse or make good any difference between the Trust's acquisition cost and the Exercise Price, and the company bears the cost of establishing and administering the Scheme and the Trust separately.
• The trust has been constituted with an initial settlement of ₹1,00,000, with Onetrust Managers Private Limited as the sole corporate trustee.

What members will vote on

Four separate Special Resolutions are being put to shareholders through postal ballot: adoption of the Scheme, its extension to subsidiary employees and directors, the Secondary Acquisition, and the provision of money to the trust.

• Remote e-voting opens at 09:00 A.M. (IST) on Thursday, November 5, 2026 and ends at 05:00 P.M. (IST) on Friday, December 4, 2026, with a cut-off date of Friday, October 30, 2026.
• The new Scheme and the withdrawal of the 2025 Plan take effect only upon approval of the Special Resolutions.

What it means for a retail holder

• Each option is exercisable into one equity share, so the size of the pool is the measure of the shares that can be issued under this Scheme.
• Because the route is Secondary Acquisition, the trust buys existing shares on the exchange rather than the company issuing fresh shares to the trust at this stage.
• The 5% ceiling links the money outflow and the shares bought to paid-up capital plus free reserves, computed from time to time.
• Nothing has been granted yet, so no dilution or trust purchase happens until the Scheme is approved and options are granted and exercised.

Quarterly results approved at the same meeting

• The Board approved unaudited standalone and consolidated results for the quarter and half year ended September 30, 2026, and took on record the limited review reports of the statutory auditors.
• Standalone profit after tax for the quarter was 1,199.94 lakhs, against 1,920.71 lakhs in the quarter ended September 30, 2025.
• A note records that ongoing geopolitical tensions in the Middle East raised freight and raw material costs, and that the company incurred a one-time flood-related loss of about 2.31 crore at its Silvassa plant.
• The auditors' emphasis of matters draw attention to Sarlaflex Inc. results being prepared on a going concern basis despite suspension of manufacturing operations since December 2017 and negative net worth, and to the sale of 11.1% Non-Cumulative Redeemable Preference Shares in Sarlaflex Inc., whose consideration was credited to the company's bank account in the September 2026 quarter but which continues to be pending before the regulator for ratification.

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