Postal Ballot Details

The postal ballot was conducted following intimation dated April 29, 2026, with voting period from April 30, 2026 (09:00 IST) to May 29, 2026 (17:00 IST). Record date was April 24, 2026, with 77,507 shareholders on record. Total outstanding shares: 11,50,84,164 equity shares of ₹10 each.

Voting Results Summary

All four resolutions were passed with requisite majority, deemed passed on May 29, 2026.

Resolution 1: Appointment of Independent Director

Special Resolution: To appoint Dr. Jayakumar Karuppusamy (DIN: 03615535) as Non-Executive Independent Director for 5 consecutive years from March 10, 2026 to March 09, 2031.

Voting Results:

  • Total votes polled: 7,29,28,258 shares (63.3695% of outstanding shares)
  • Votes in favor: 7,28,95,446 shares (99.9550% of votes polled)
  • Votes against: 32,812 shares (0.0450% of votes polled)
  • 181 members voted through e-voting system

Resolution 2: Remuneration for Chairman & Managing Director

Special Resolution: To approve remuneration for Mr. Dhananjaya Sudhanva (DIN: 00423641), Chairman and Managing Director, effective April 01, 2026.

Remuneration Details:

  • Fixed salary not exceeding ₹4,80,00,000 per annum as basic salary
  • Provident Fund, Pension Fund, Superannuation contributions, and Gratuity as per company policy
  • Allowances including LTA, Commutation Allowance, HRA, company leased car & accommodation
  • Furniture & Equipment Program as per company policy
  • Corporate Club Annual Membership Fees for 2 clubs
  • Personal Accident Insurance and Group Life Insurance as per company policy
  • Medical reimbursement for self, spouse and dependent children up to one month's basic pay
  • Leave with full pay and allowance as per company policy
  • Full reimbursement for telecommunication facilities
  • Dedicated domestic staff at residence
  • Chauffeur-driven motor vehicles for business and personal use
  • Minimum remuneration payable even in case of inadequate profits

Voting Results:

  • Total votes polled: 7,29,28,126 shares (63.3694% of outstanding shares)
  • Votes in favor: 7,08,10,903 shares (97.0968% of votes polled)
  • Votes against: 21,17,223 shares (2.9032% of votes polled)
  • 179 members voted through e-voting system

Resolution 3: Remuneration for Whole Time Director

Special Resolution: To approve remuneration for Mrs. Shruthi Sudhanva (DIN: 06426159), Whole Time Director, effective April 01, 2026.

Remuneration Details:

  • Fixed salary not exceeding ₹1,50,00,000 per annum as basic salary
  • Provident Fund, Pension Fund, Superannuation contributions, and Gratuity as per company policy
  • Allowances including LTA, Commutation Allowance, HRA, company leased car & accommodation
  • Furniture & Equipment Program as per company policy
  • Personal Accident Insurance and Group Life Insurance as per company policy
  • Medical reimbursement for self, spouse and dependent children up to one month's basic pay
  • Leave with full pay and allowance as per company policy
  • Full reimbursement for telecommunication facilities
  • Chauffeur-driven motor vehicles for business and personal use
  • Minimum remuneration payable even in case of inadequate profits

Voting Results:

  • Total votes polled: 7,29,28,002 shares (63.3693% of outstanding shares)
  • Votes in favor: 7,08,10,779 shares (97.0968% of votes polled)
  • Votes against: 21,17,223 shares (2.9032% of votes polled)
  • 178 members voted through e-voting system

Resolution 4: Office of Profit and Remuneration for Chief Innovations Officer

Ordinary Resolution: To approve holding of office/place of profit and remuneration for Mr. Adarsh Sudhindratheertha Mysore, Chief Innovations Officer.

Remuneration Details:

  • Remuneration range: ₹75,00,000 to ₹1,50,00,000 per annum
  • Variable pay together with other benefits, perquisites, allowances and facilities
  • Authority to Nomination and Remuneration Committee to decide exact amount within approved limits
  • Revisions based on performance, benchmarking, and increments as per company policy

Voting Results:

  • Total votes polled: 49,28,022 shares (4.2821% of outstanding shares)
  • Votes in favor: 28,10,647 shares (57.0340% of votes polled)
  • Votes against: 21,17,375 shares (42.9660% of votes polled)
  • 171 members voted through e-voting system
  • Note: 6,80,00,637 shares (59.0877% of outstanding shares) of related parties were invalidated

Scrutinizer Details

  • Name: Vijayesh R (Firm: Padmavathi and Vijayesh Associates LLP)
  • Qualification: CS, Membership Number: F12248
  • Appointment Date: April 29, 2026
  • Report Issuance Date: June 02, 2026

Additional Documents Enclosed

1. Voting results pursuant to Regulation 44

2. Scrutiniser's Report

3. Proceedings of the Postal Ballot