Key Resolutions for Shareholder Approval

1. Appointment of Mr. Vatsal P. Shah (DIN: 08125055)

  • Proposed Role: Non-Executive Non-Independent Director
  • Resolution Type: Ordinary Resolution
  • Appointment Date: Effective from August 12, 2026 (already appointed as Additional Director by the Board)
  • Retirement: Liable to retire by rotation
  • Shareholding: Holds 3,49,97,069 equity shares (8.67% of the company)
  • Relationship: Son of Chairman Mr. Parag K. Shah and brother of Managing Director Mr. Manan P. Shah
  • Remuneration: Entitled to receive sitting fees for Board/Committee meetings as determined by the Board
  • Qualifications: Background in Business Analytics; experience in global business operations, strategic management, and business development

2. Appointment of Mr. Sivaramakrishnan S. Iyer (DIN: 00503487)

  • Proposed Role: Independent Non-Executive Director
  • Resolution Type: Special Resolution
  • Term: First term of 5 consecutive years from August 12, 2026, to August 11, 2031
  • Retirement: Not liable to retire by rotation
  • Shareholding: Holds no equity shares in the company
  • Independence: Has submitted a declaration of independence as per Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI LODR
  • Remuneration: Entitled to receive sitting fees/commission as recommended by the Nomination and Remuneration Committee and approved by the Board
  • Qualifications: Expertise in Corporate Finance, Debt/Equity fund raising, Mergers/Acquisitions, and Capital Structuring; acts as a strategic advisor
  • Other Directorships: Serves on the boards of Praj Genx Limited, Norse Brands Private Limited, Greenai Services Private Limited, Aptech Limited, Crest Ventures Limited, and Immunoscript Life Science Private Limited
  • Committee Roles: Chairman of the Audit Committee in Crest Ventures Limited and Aptech Limited

Postal Ballot Process Details

  • Cut-off Date: Friday, August 14, 2026 (Shareholders on record as of this date are eligible to vote)
  • Voting Method: Remote e-voting only (no physical voting)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Voting Period: Commences Sunday, August 23, 2026, at 9:00 AM IST and ends Monday, September 21, 2026, at 5:00 PM IST
  • Notice Distribution: Sent exclusively via electronic mode to shareholders with registered email addresses
  • Scrutinizer: Mr. Himanshu S. Kamdar (Membership No.: FCS 5171, COP No. 3030), Partner of M/s. Rathi & Associates, appointed to scrutinize the voting process
  • Result Declaration: The scrutinizer's report is to be submitted by Wednesday, September 23, 2026. Results will be communicated to the stock exchanges and published on the company's website (www.maninfra.com) and NSDL's website (www.evoting.nsdl.com).
  • Effective Date: If passed, resolutions will be deemed effective on the last date of e-voting (September 21, 2026).

Financial Impact

No direct financial impact quantified in the disclosure. Remuneration for the directors will be in the form of sitting fees and/or commission, to be determined by the Board within statutory limits.

Governance Procedures

  • Both appointments were recommended by the Nomination and Remuneration Committee and approved by the Board of Directors on August 12, 2026.
  • The company has received all requisite statutory disclosures and consents from the proposed directors (DIR-2, DIR-8, MBP-1).
  • A notice under Section 160(1) of the Companies Act, 2013, was received for each director proposing their candidature.