Meeting Details

  • Type of Meeting: Postal Ballot through remote e-voting only
  • Cut-off Date for Shareholder Eligibility: Friday, October 2, 2026
  • Voting Period: Thursday, October 8, 2026 at 9:00 AM IST to Friday, November 6, 2026 at 5:00 PM IST
  • Results Declaration: On or before Monday, November 9, 2026
  • No physical meeting will be conducted - all voting will occur electronically

Proposed Resolutions and Implications

Resolution 1: Ratification of Milky Mist Dairy Food - Employee Stock Option Scheme 2025

Special resolution to ratify the ESOP 2025 scheme originally approved by shareholders on July 16, 2025, prior to the company's IPO. The scheme allows for grant of up to 1,00,00,000 options convertible into equity shares of ₹2 face value each. This ratification is required under Regulation 12(1) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for companies listed pursuant to an IPO.

Resolution 2: Modification in Existing Grant under ESOP 2025

Special resolution to modify the vesting period and schedule for the grant of 16,64,836 options made on July 18, 2025. The modification proposes to reduce the vesting period from 4 years to 2 years, with 45% of unvested options vesting immediately upon shareholder approval and 35% vesting on July 21, 2027. This affects 13,31,869 unvested options from the original grant.

Resolution 3: Amendment to Articles of Association

Special resolution to delete Part B of the Articles of Association, which contained special provisions based on Shareholders' Agreements that automatically terminated upon the company's listing on August 18, 2026. These provisions included board nomination rights, special voting rights, transfer restrictions, information rights and exit rights for certain shareholders.

Resolution 4: Approval of Remuneration for Mr. Sathishkumar T

Special resolution to approve revised remuneration for Mr. Sathishkumar T (DIN: 02926325), Chairman and Managing Director and Promoter, for his remaining tenure ending March 31, 2029. The remuneration includes:

  • Monthly gross remuneration of ₹65,00,000
  • Annual fixed payment equivalent to one month's gross remuneration
  • Medical and hospitalization reimbursement
  • Leave travel allowance
  • Health and personal accident insurance
  • Gratuity payments
  • Business expense reimbursements

This approval is required under Regulation 17(6)(e)(i) of SEBI Listing Regulations as the remuneration exceeds prescribed limits for promoter executive directors.

Resolution 5: Approval of Remuneration for Dr. K Rathnam

Special resolution to approve revised remuneration for Dr. K Rathnam (DIN: 06887651), Whole-time Director and CEO, with tenure ending March 6, 2030. The remuneration includes:

  • Monthly gross remuneration increased from ₹20,10,000 to ₹40,00,000
  • Annual fixed payment equivalent to one month's gross remuneration
  • Medical and hospitalization reimbursement
  • Leave travel allowance
  • Health and personal accident insurance
  • Gratuity payments
  • Business expense reimbursements
  • Stock option grants under company ESOP schemes

Resolution 6: Approval for Aggregate Managerial Remuneration Exceeding Limits

Special resolution to approve payment of aggregate managerial remuneration to all executive directors (Mr. Sathishkumar T, Ms. Anitha S, and Dr. K Rathnam) exceeding the 10% of net profits limit prescribed under Section 197 of Companies Act, 2013, for a period of three years commencing April 1, 2026 during their respective tenures.

Voting Process and Methods

The company has engaged KFin Technologies Limited to provide remote e-voting facilities. Voting will be conducted exclusively through electronic means with no physical ballot options available. Members whose email addresses are registered as of the cut-off date will receive voting credentials electronically.

Individual shareholders holding shares in demat mode can vote through:

  • NSDL's e-voting platform using their demat account credentials
  • CDSL's e-voting platform using their demat account credentials
  • Their respective depository participants' platforms

Shareholders other than individuals and physical shareholders will receive separate login credentials from KFin Technologies and must submit certified copies of board resolutions/authority letters for corporate votes.

Scrutinizer Appointment

The Board of Directors has appointed Ms. B Chandra, Company Secretary in Practice (Membership No. A20879, COP No. 7859), partner of M/s. B Chandra & Associates, as the scrutinizer to conduct the postal ballot process in a fair and transparent manner. The scrutinizer will submit her report to the Chairman upon completion of vote scrutiny.

Compliance with Laws and Regulations

The postal ballot process complies with:

  • Section 110 and other applicable provisions of Companies Act, 2013
  • Rule 20 and 22 of Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI Listing Regulations
  • MCA General Circulars No. 14/2020, 17/2020, and 3/2025
  • Secretarial Standard on General Meetings (SS-2)
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Financial Information Disclosure

The explanatory statement includes financial performance indicators for context:

  • Sales (including other income): ₹3,14,342.46 lakhs (2025-26) vs ₹2,33,332.78 lakhs (2024-25)
  • Net Profit (after tax): ₹12,515.19 lakhs (2025-26) vs ₹4,376.40 lakhs (2024-25)
  • Equity Share Capital: ₹12,845.70 lakhs (2025-26) vs ₹12,600.00 lakhs (2024-25)
  • Net Worth: ₹46,243.66 lakhs (2025-26) vs ₹32,913.70 lakhs (2024-25)
  • Basic EPS: ₹1.96 (2025-26) vs ₹0.69 (2024-25)

Signatories and Contact Information

The notice is signed by S Prakash, Company Secretary and Compliance Officer (Membership No: A22495). The company's registered office is at SF. No. 43/1-4, Pattakaranpalayam, Perundurai, Erode, Tamil Nadu, India - 638057. Contact: +91 424 2533238/248, Email: investor@milkymist.com, Website: www.milkymist.com.

All relevant documents are available for inspection at the registered office during business hours until the last date of remote e-voting, and the notice is available on the company website and stock exchange websites (BSE and NSE).