Meeting Details

The voting was conducted entirely through postal ballot with electronic voting (e-voting) facility provided to members through National Securities Depository Limited (NSDL). No physical meeting was held. The e-voting period commenced on Friday, 24th April 2026 at 09:00 A.M. (IST) and ended on Saturday, 23rd May 2026 at 5:00 P.M. (IST). The cut-off date for determining eligible shareholders was Friday, 17th April 2026.

Proposed Resolutions and Implications

The postal ballot contained two resolutions:

Resolution 1 (Ordinary Resolution): To consider and approve the re-designation of Mr. Arvind Singhania (DIN: 00934017) from Managing Director (designated as Chairman and Chief Executive Officer) to Non-Executive, Non-Independent Chairman of the Company. Promoters/promoter group were interested in this resolution.

Resolution 2 (Special Resolution): To approve revision in remuneration of Mr. Ayush Vardhan Singhania (DIN: 05176205), Whole-Time Director of the Company. Promoters/promoter group were interested in this resolution.

Voting Process and Methods

The company provided e-voting facility to members through NSDL. The process was conducted entirely through remote e-voting with no physical polling or postal ballot options. The notice dated 26th March 2026 was sent electronically to members, and newspaper advertisements were published on Wednesday, 22nd April 2026 in 'Financial Express' (English) and 'Veer Arjun' (Hindi).

Key Voting Outcomes

Resolution 1: Ordinary Resolution (Re-designation of Mr. Arvind Singhania)

  • Total valid votes cast: 8,220,819 shares (8.4242% of total outstanding shares)
  • Votes in favor: 8,206,665 shares (99.8278% of votes cast)
  • Votes against: 14,154 shares (0.1722% of votes cast)
  • Result: Passed

Category-wise breakdown for Resolution 1:

  • Promoter and Promoter Group: 61,201,027 shares held, 0 votes polled (0.0000% participation)
  • Public Institutions: 204,109 shares held, 34,701 votes polled (17.0012% participation), 100.0000% in favor
  • Public Non-Institutions: 36,181,055 shares held, 8,186,118 votes polled (22.6254% participation), 99.8271% in favor, 0.1729% against

Resolution 2: Special Resolution (Remuneration Revision for Mr. Ayush Vardhan Singhania)

  • Total valid votes cast: 8,217,389 shares
  • Votes in favor: 8,159,660 shares (99.30% of votes cast)
  • Votes against: 57,729 shares (0.70% of votes cast)
  • Result: Passed (votes in favor exceeded three times votes against)

Invalid Votes

  • Total invalid votes: 57,638,440 shares
  • Promoter and Promoter Group: 57,637,515 invalid votes
  • Public Non-Institutions: 925 invalid votes

Scrutinizer's Role and Findings

Mr. Akash Jain, Practising Company Secretary (Membership Number FCS 9617), was appointed as scrutinizer. His responsibilities included scrutinizing the e-voting process in a fair and transparent manner and maintaining a register recording assent or dissent received.

The scrutinizer confirmed that:

  • The remote e-voting process complied with Section 108 and Section 110 of the Companies Act, 2013 read with relevant rules
  • Votes were unblocked from NSDL's e-voting website on 26th May 2026 in the presence of witnesses
  • Both resolutions passed with requisite majorities
  • Votes of interested related parties/entities were excluded in compliance with applicable provisions

Compliance with Laws and Regulations

The company confirmed compliance with:

  • Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Section 108 and 110 of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Relevant MCA circulars including General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022, 11/2022, 9/2023, 09/2024, and 03/2025
  • Secretarial Standard - 2 on General Meetings

Additional Information

  • Total number of members as on record date (17th April 2026): 37,555
  • Company CIN: L24111UR1985PLC015063
  • The voting results are available on the company's website (www.esterindustries.com), stock exchange websites (www.bseindia.com, www.nseindia.com), and NSDL's website (www.evoting.nsdl.com)