Resolution 1: Special Resolution - Extension of Mr. V. Krishnan's Tenure as Manager
Purpose: Extension of tenure of Mr. V. Krishnan as 'Manager' of the Company under Sections 196, 197 and 203 read with Schedule V of Companies Act, 2013 and SEBI Listing Regulations
Tenure Period: 2 years from July 1, 2026 to June 30, 2028
Remuneration Details: Total remuneration of up to ₹2,30,00,000 per annum effective April 1, 2026, comprising:
Fixed compensation: ₹1,90,00,000
Variable pay: Up to ₹40,00,000
Additional Payment: One-time special performance incentive of ₹25,00,000 approved
Termination Clause: Either party may terminate with three months written notice
Voting Results:
Total valid votes: 30,57,65,924 shares (88.60% of outstanding shares)
Votes in favor: 30,47,21,933 shares (99.6586%)
Votes against: 10,43,991 shares (0.3414%)
Resolution 2: Ordinary Resolution - Regularization of Mr. Toru Nakabayashi's Appointment
Purpose: Regularization of appointment of Mr. Toru Nakabayashi (DIN: 11703177) as Non-Executive, Non-Independent Director
Original Appointment: Appointed as Additional Director effective May 13, 2026 under Section 161(1) of Companies Act
Voting Results:
Total valid votes: 30,57,71,013 shares (88.5998% of outstanding shares)
Votes in favor: 30,10,65,119 shares (98.4610%)
Votes against: 47,05,894 shares (1.5390%)
Process Details
Cut-off Date: May 29, 2026
Total Share Capital: ₹69,02,29,542 divided into 34,51,14,771 equity shares of ₹2 each
Total Shareholders: 82,409 as of cut-off date
Voting Period: June 6, 2026 (9:00 AM IST) to July 5, 2026 (5:00 PM IST)
Voting Platform: NSDL e-voting system (https://www.evoting.nsdl.com/)
Scrutinizer: Kapil Dev Taneja (FCS No. 4019, CP No.: 22944) of M/s Sanjay Grover & Associates
Witnesses: Mr. Harshit Saxena and Mr. Vipin Dhameja (not employed by the company)
Advertisement Published: Business Standard (all editions) and Punjab Kesari (Delhi/NCR edition) on June 6, 2026
Category-wise Voting Breakdown
Resolution 1:
Promoters & Promoter Group: 43,16,256 shares voted (100% in favor)
Public Institutions: 30,10,61,396 shares voted (99.65% in favor)
Public Non-Institutions: 3,88,272 shares voted (99.50% in favor)
Resolution 2:
Promoters & Promoter Group: 43,16,256 shares voted (100% in favor)
Public Institutions: 30,10,61,396 shares voted (98.44% in favor)
Public Non-Institutions: 3,93,361 shares voted (99.51% in favor)
