Meeting Details

This is a postal ballot process, not a physical meeting. The voting is conducted entirely through remote e-voting. The cut-off date for determining shareholder eligibility is Friday, October 23, 2026.

Proposed Resolution and Implications

The notice contains one special resolution for shareholder approval:

  • Item No. 1: To consider and approve the appointment of Mr. Nimmagadda Sreenivasa Rao (DIN: 09658001) as Director (Technical) of the Company.

Mr. Rao was appointed as an Additional Director (Technical) by the Board on October 26, 2026, pursuant to Section 161 of the Companies Act, 2013. The resolution seeks to formalize his appointment for a term of three years, from October 26, 2026, to October 25, 2029. The key implications include:

  • His designation will be Director (Technical), liable to retire by rotation.
  • His annual remuneration is proposed at ₹60,00,000 (Rupees Sixty Lakhs), plus allowances, perquisites, and retirement benefits as per company policy.
  • The Board is authorized to revise his remuneration annually, with each increment not exceeding 25% of the existing remuneration, provided the total remains within statutory limits.
  • In case of inadequate profits or losses, this remuneration will be paid as minimum remuneration under Section II of Part II of Schedule V of the Companies Act, 2013.

Voting Process and Methods

The voting will be conducted solely through remote e-voting; no physical polling or proxy appointments are allowed.

  • E-voting Service Provider: KFin Technologies Limited (KFintech) has been engaged to facilitate the process.
  • Voting Period: The remote e-voting window opens at 09:00 A.M. IST on Saturday, October 31, 2026, and closes at 05:00 P.M. IST on Sunday, November 29, 2026.
  • Eligibility: Members holding shares in physical or dematerialized form as of the cut-off date (October 23, 2026) are entitled to vote.
  • Voting Instructions: Detailed, multi-step instructions are provided for shareholders based on their holding type (demat with NSDL, demat with CDSL, or physical) and registration status.
  • For Institutional Members: They must upload a scanned copy of a Board Resolution/Authority Letter authorizing their representative to vote, sent to the Scrutinizer at csmbsunil@gmail.com with a copy to evoting@kfintech.com.

Scrutinizer's Role

The Board has appointed Mr. M. B. Suneel (Membership No. ACS 31197, CP No. 14449), a Partner at M/s. P. S. Rao & Associates, Company Secretaries, as the Scrutinizer. His role is to conduct the postal ballot process in a fair and transparent manner. He will scrutinize the votes cast and submit a report to the Chairman & Managing Director upon completion of the e-voting process.

Key Voting Outcomes and Declaration

  • The results of the postal ballot, along with the Scrutinizer's report, will be declared on or before Tuesday, December 1, 2026.
  • The results will be submitted to BSE Limited and the National Stock Exchange of India Limited.
  • The results will also be uploaded on the company's website (www.avantel.in) and KFintech's website (evoting.kfintech.com).
  • The resolution will be deemed passed on November 29, 2026 (the last date of voting) if it receives the requisite majority.

Compliance Statement

The document confirms compliance with the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, the Companies (Management and Administration) Rules, 2014, and relevant General Circulars issued by the Ministry of Corporate Affairs (MCA), including General Circular No. 03/2025 dated September 22, 2025. The notice was sent electronically to members whose email addresses are registered with the company/RTA/depositories.

Additional Information from Explanatory Statement

  • Profile of Appointee: Mr. Nimmagadda Sreenivasa Rao is a seasoned professional with over 30 years of experience in RF system design, electronic warfare, satellite communication, and radar systems. He holds a Bachelor of Science in Information Systems from BITS Pilani and has been with Avantel since 1997, currently serving as Vice President – Technical. He holds 181,890 equity shares (0.07%) of the company and is also a director of Imeds Global Private Limited.
  • Financials: The document provides the company's financial performance for context (FY 2024-25: Revenue ₹2,484.836 million, PAT ₹599.155 million; FY 2025-26: Revenue ₹2,213.523 million, PAT ₹224.998 million).
  • Inspection: The draft employment agreement for Mr. Rao is available for electronic inspection by members during the voting period upon request sent to cs@avantel.in.