Key Resolution

Special Resolution for approval of appointment of Mr. Pranav C. Amin (DIN: 00245099) as a Non-Executive & Independent Director for his second term of five consecutive years commencing from 22nd June, 2026.

Postal Ballot Schedule

  • Cut-off date for eligibility: Friday, 26th June, 2026
  • Completion date of sending Postal Ballot Notice via email: Tuesday, 30th June, 2026
  • E-voting start: Thursday, 2nd July, 2026 (9:00 a.m. IST)
  • E-voting end: Friday, 31st July, 2026 (5:00 p.m. IST)
  • Result declaration: Within 2 working days from conclusion of e-voting

Service Providers

  • E-voting facilitated by: MUFG Intime India Private Limited
  • Scrutinizer appointed: Mr. S. Samdani (FCS: 3677), Partner of M/s. Samdani Shah and Kabra, Practicing Company Secretary

Director Background

Mr. Pranav C. Amin holds a degree in Economics/Industrial Management from Carnegie Mellon University and an MBA in International Management from Thunderbird, The American Graduate School of International Management. He is currently Managing Director of Alembic Pharmaceuticals Limited.

Director Tenure History

First term: Appointed at 61st AGM for five years from 27th May, 2021, expired on 26th May, 2026.

Second term: Proposed for five consecutive years from 22nd June, 2026, not liable to retire by rotation.

Remuneration Details

During FY 2025-26, Mr. Amin received:

  • Sitting fees: ₹2.22 lakh
  • Commission: ₹17.50 lakh
  • Total remuneration: ₹19.72 lakh

Board Recommendation

The Board of Directors recommends the special resolution based on Mr. Amin's:

  • Declaration of independence under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations
  • Consent to act as director under Section 152 of Companies Act, 2013
  • Confirmation of not being debarred from directorship by SEBI or any authority
  • Qualifications and expertise in management and leadership

Voting Procedures

  • Voting restricted to electronic mode only (no physical ballot forms)
  • One vote per equity share held as of 26th June, 2026
  • For joint holders, only the first-named holder can vote
  • Corporate members must submit board resolutions/authorization letters to scrutinizer
  • Votes once cast cannot be modified

Document Availability

Postal Ballot Notice available on:

  • Company website: www.elecon.com
  • Stock exchange websites: www.nseindia.com and www.bseindia.com
  • E-voting service provider: https://instavote.linkintime.co.in

Inspection Rights

Draft letter of appointment and other documents referred to in explanatory statement available for electronic inspection until last e-voting date upon email request to investor.relations@elecon.com.

Capital Structure Impact

No change to share capital or capital structure mentioned in the disclosure.

Financial Impact

The reappointment does not involve any immediate financial impact beyond the disclosed remuneration structure (sitting fees, commission, expense reimbursement).

Governance Compliance

The appointment complies with:

  • Section 149(11) of Companies Act, 2013 (maximum two terms for independent directors)
  • Schedule IV of Companies Act, 2013
  • Regulation 25 of SEBI Listing Regulations
  • Recommendation of Nomination and Remuneration Committee

Other Directorships

Mr. Amin holds directorships in:

  • Alembic Pharmaceuticals Limited (listed)
  • Max Healthcare Institute Limited (listed)
  • Shreno Engineering Limited
  • Fenix Research Labs Private Limited
  • Swiftwrap Packaging & Publications Private Limited
  • Gallup Optimum Engineering Solutions Private Limited
  • Yoshi Property Development Private Limited

Committee Memberships

  • Alembic Pharmaceuticals Limited: Member of Risk Management Committee and Stakeholders Relationship Committee; Chairman of Administrative Sub Committee
  • Max Healthcare Institute Limited: Chairman of Stakeholders Relationship Committee; Member of Nomination & Remuneration Committee

Shareholding

Mr. Pranav C. Amin holds no shares in Elecon Engineering Company Limited, either beneficially or otherwise.

Related Party Status

Not related to any director, manager, or key managerial personnel of the company.

#Tags: #EleconEngineering #DirectorReappointment #SEBIDisclosure #CorporateGovernance #PostalBallot