PDS Limited has informed the Exchange regarding 'Clarification on Postal Ballot Notice pursuant to feedback received from Proxy Advisor(s).
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PDS Limited has issued a clarification to shareholders on its Postal Ballot Notice dated February 10, 2026, following feedback from proxy advisors. The company explained the background of its ESOP Plan B (2021), which has a current pool of 5,06,740 options with about 84% utilization. The Board is proposing to expand the pool by 2,99,000 options, taking the total to 8,05,740 options (around 0.57% of paid-up share capital as of December 31, 2025). It is also seeking to increase financial assistance to the ESOP Trust by about Rs. 22 crore, on top of the earlier approved Rs. 9 crore. The company confirmed it will continue its existing practice of granting options at a 25–30% discount to market price, with 3–4 year vesting linked to both time and performance-based KPIs reviewed by the Nomination and Remuneration Committee.
If approved, the expanded ESOP pool could result in a small equity dilution of about 0.57% but is intended to retain and incentivize key employees for long-term value creation. The clarification directly addresses proxy advisor concerns, which should improve the likelihood of shareholder approval in the postal ballot.