Key Resolutions for Shareholder Approval

The company is seeking shareholder approval, via a remote e-voting (postal ballot) process, for two special resolutions:

1. Appointment of Mr. Rajesh Kumar Yadav (DIN: 11120618) as a Non-Executive & Independent Director for a term of 5 consecutive years, effective from April 1, 2026, to March 31, 2031.

2. Appointment of Mrs. Shital Laxmikant Lokhande (DIN: 11163063) as an Executive, Whole-time Director for a period of 5 years, effective from April 1, 2026, to March 31, 2031.

Background and Board Approval

Both appointments were initially approved by the company's Board of Directors based on the recommendation of the Nomination and Remuneration Committee (NRC) in a meeting held on April 1, 2026. Shareholder approval is now being sought as required by law.

Director Details and Remuneration

Mr. Rajesh Kumar Yadav (Proposed Independent Director)

  • Age: 61 years
  • Qualifications: Graduate in Mechanical Engineering
  • Experience: 35 years
  • Current Directorships: Holds one directorship as of the notice date.
  • Committee Memberships: Holds one committee membership as of the notice date.
  • Remuneration: To be paid sitting fees for attending meetings of the Board or Committees, reimbursement of expenses, and profit-related commission within limits stipulated under Section 197 of the Companies Act, 2013.
  • He has provided a declaration of independence as per Section 149(6) of the Act and SEBI LODR Regulations.

Mrs. Shital Laxmikant Lokhande (Proposed Executive Director)

  • Age: 40 years
  • Qualifications: B.Com from University of Mumbai, MBA from IIM Ahmedabad.
  • Experience: Extensive expertise in Taxation, Finance, and Accounting. Described as currently playing a pivotal role as CFO in the company.
  • Remuneration Terms:
  • Salary: ₹1,30,000 per month, with potential annual increases subject to a maximum basic salary of ₹5,00,000 per month during the term.
  • Commission: 0.80% of the Net Profit of the Company calculated as per section 198 of the Companies Act, 2013.
  • Perquisites & Allowances: House Rent Allowance (10% of basic or free accommodation), Bonus/Ex-Gratia, Encashment of Leave, Employer's contribution to PF/Superannuation, Gratuity, Medical Reimbursement (up to one month's basic salary per year), Leave Travel Concession for self and family, Club Fees (for two clubs), Personal Accident Insurance, Car with driver, and Telephone at residence.

E-Voting Process and Schedule

The company has availed the e-voting services of National Securities Depository Limited (NSDL).

  • Cut-off Date: Friday, May 22, 2026
  • E-Voting Start Date & Time: From 09:00 AM (IST) on Wednesday, May 27, 2026
  • E-Voting End Date & Time: Up to 05:00 PM (IST) on Thursday, June 25, 2026

The notice is being sent only electronically to members whose email addresses are registered with the company/depositories as of the cut-off date.

Scrutinizer and Results

  • The company has appointed M/s. Yatin Sangani & Associates, Practicing Company Secretaries, as the Scrutinizer.
  • The results of the postal ballot along with the Scrutinizer's Report will be announced on or before Sunday, June 28, 2026.
  • The results will be posted on the company's website (https://investors.gecpl.com), the websites of BSE and NSE, and the NSDL website (https://www.evoting.nsdl.com/).
  • If approved, the resolutions will be deemed passed on the last date of e-voting, i.e., June 25, 2026.

Financial Impact

No specific financial impact on profits or capital structure is quantified for the appointment of Mr. Yadav beyond standard director remuneration. The remuneration for Mrs. Lokhande is detailed and will impact the company's employee benefit expenses.