Date, Location, and Type of Meeting

The resolutions were passed via a Postal Ballot process, not a physical meeting. The remote e-voting period ran from Friday, May 15, 2026, at 9:00 a.m. (IST) to Saturday, June 13, 2026, at 5:00 p.m. (IST). The cut-off date for determining shareholder eligibility was May 1, 2026. There was no physical meeting, AGM, or EGM.

Summary of Proposed Resolutions and Implications

The postal ballot notice sought approval for the following four resolutions:

  • Special Resolution 1: Creation of charge on assets of the Company under Section 180(1)(a) of the Companies Act, 2013.
  • Special Resolution 2: Enhancement in overall borrowing limits of the Company under Section 180(1)(c) of the Companies Act, 2013.
  • Special Resolution 3: Issue of non-convertible debentures on a private placement basis.
  • Ordinary Resolution 4: Approval of Material Related Party Transactions with Tata Capital Limited.

The implications involve securing financing capabilities and approving a transaction with a related party.

Voting Process and Methods Used

The voting was conducted entirely through a remote e-voting process. The company availed the e-voting facility provided by the National Securities Depository Limited (NSDL). Physical polling or attendance via video conferencing was not applicable for this postal ballot.

Key Voting Outcomes

Overall Participation

  • Total Number of Shareholders on record date: 73,864
  • Total Number of Shares on record date: 2,28,18,400
  • Total Number of Votes Polled: 1,25,21,089 shares (54.87% of outstanding shares)
  • Total Invalid Votes: 0 shares for Resolutions 1-3; 1,000 shares for Resolution 4

Resolution-Wise Results

Resolution 1 (Special - Asset Charge)

  • Total Valid Votes Cast: 1,25,11,751 shares
  • Votes in Favour: 1,25,11,751 shares (99.9254% of votes cast)
  • Votes Against: 9,338 shares (0.0746% of votes cast)
  • Number of Members Voted: 413 in favour; 17 against

Resolution 2 (Special - Borrowing Limits)

  • Total Valid Votes Cast: 1,25,11,697 shares
  • Votes in Favour: 1,25,11,697 shares (99.9274% of votes cast)
  • Votes Against: 9,092 shares (0.0726% of votes cast)
  • Number of Members Voted: 410 in favour; 19 against

Resolution 3 (Special - NCD Issue)

  • Total Valid Votes Cast: 1,25,10,894 shares
  • Votes in Favour: 1,25,10,894 shares (99.9210% of votes cast)
  • Votes Against: 9,895 shares (0.0790% of votes cast)
  • Number of Members Voted: 407 in favour; 22 against

Resolution 4 (Ordinary - RPT with Tata Capital)

  • Total Valid Votes Cast: 11,01,699 shares
  • Votes in Favour: 11,00,643 shares (99.9041% of votes cast)
  • Votes Against: 1,056 shares (0.0959% of votes cast)
  • Invalid Votes: 1,000 shares
  • Number of Members Voted: 414 in favour; 13 against; 1 invalid

Participation Breakdown by Shareholder Category

Promoter and Promoter Group

  • Shares Held: 1,14,28,940
  • Votes Polled: 1,14,19,090 shares (99.9138% of shares held)
  • Votes in Favour: 100% across all resolutions

Public Institutions

  • Shares Held: 11,70,339
  • Votes Polled: 96,513 shares (8.2466% of shares held)
  • Approval Rate: Ranged from 92.16% to 100% across resolutions

Public Non-Institutions

  • Shares Held: 1,02,19,121
  • Votes Polled: 10,05,486 shares (9.8393% of shares held)
  • Approval Rate: Ranged from 99.77% to 99.89% across resolutions

Scrutinizer's Role, Findings, and Conclusions

Scrutinizer: Mitesh Dhabliwala of Parikh & Associates, Practising Company Secretaries (FCS 8331).

Role: Appointed to scrutinize the postal ballot process conducted via remote e-voting. The scrutinizer's responsibility was to report on the votes cast in favour or against the resolutions based on data downloaded from the NSDL e-voting system.

Findings: The scrutinizer maintained a register of votes and confirmed the results for each resolution as detailed above. The management of the company was responsible for ensuring compliance with the Companies Act and relevant rules.

Conclusion: The scrutinizer submitted a report to the Chairman of the Company dated June 13, 2026, confirming the outcome of the voting process.

Confirmation of Compliance

The letter confirms compliance with Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The process was also conducted pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, and various MCA circulars referenced in the scrutinizer's report.

Names and Roles of Signatories

  • Ritesh N Kamdar, Company Secretary (ACS: 20154), signed the declaration to the stock exchanges and the detailed voting results.
  • Mitesh Dhabliwala, Scrutinizer (FCS: 8331), signed the scrutinizer's report.

Additional Information

The voting results and scrutinizer's report have been made available on the company's website (www.nelco.in) and the NSDL website (www.evoting.nsdl.com), and on the notice board at the company's Registered Office at EL-6, TTC Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai 400710.