Sai Life Sciences Limited (SAILIFE) has provided a detailed reply to Stakeholders Empowerment Services (SES) regarding their 'AGAINST' recommendations on certain resolutions proposed through a Postal Ballot Notice dated May 15, 2025.

• SES had recommended against:
  • Approval and ratification of ESOP Scheme 2008 and Management ESOP Scheme 2018, including their extension to employees of subsidiary and group companies.
  • Appointment of Dr. Dinesh V Patel as an Independent Director.
• Regarding the ESOP resolutions, SES raised concerns about the Nomination and Remuneration Committee's (NRC) discretion on exercise price, maximum potential benefit to a single employee, and extension to group companies.
  • The company clarified that NRC's discretion on exercise price is permitted by SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and is exercised considering various factors.
  • It was stated that historically, ESOP exercise prices have been based on investment prices (e.g., ₹1273 post-2018), not face value or deep discounts. The company also confirmed that shareholder approval would be sought if grants to a single employee equal or exceed 1% of the issued capital, addressing SES's theoretical assessment of ₹56.87 Crores benefit for 20,84,143 ESOPs granted at Re. 1.
  • The extension of ESOP plans to group company employees is allowed by SEBI regulations, and while currently there are no holding/associate companies, the resolution seeks approval for future possibilities.
• Concerning the appointment of Dr. Dinesh V Patel as an Independent Director, SES's concerns included the absence of an express board statement on his independence and his shareholding.
  • Sai Life Sciences clarified that Dr. Patel provided a declaration of meeting independence criteria, and the NRC and Board approved his appointment after being satisfied with his independence. The company considered the absence of an express board statement as a "technical issue."
  • The company stated that Dr. Patel, along with his relatives, holds approximately 0.2% of the share capital and voting power, which is significantly below the 2% threshold specified in the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• The company emphasized that all resolutions were thoroughly deliberated and approved by the NRC and Board, considering the interests of all stakeholders. They urged SES to amend their recommendations and share the company's response with their subscribers.