Meeting Details

This is a postal ballot process conducted through remote e-voting only, without a physical meeting. The cut-off date for determining shareholders eligible to vote is Friday, May 22, 2026.

Proposed Resolutions and Implications

Item No. 1: Variation in IPO Proceeds Utilization

Special Resolution to approve variation in the objects of the Initial Public Offer (IPO) proceeds:

  • Original allocation: ₹14,494.14 lakhs net proceeds
  • Proposed reallocation: Move ₹1,248.31 lakhs from "Achieving inorganic growth through unidentified acquisitions" (Object 3) to "Funding working capital requirements" (Object 1)
  • Rationale: No suitable acquisition opportunities identified; working capital needs have increased due to business growth
  • If approved but 90% assent threshold not met, promoters must offer exit to dissenting shareholders

Item No. 2: Amendments to ESOP 2024 for Company Employees

Special Resolution to amend the Prostarm Employee Stock Option Plan 2024:

  • Change vesting period: From fixed 3 years to flexible 1-5 years from grant date
  • Extend exercise period: From 1 year to 3 years from vesting date
  • Total options: 40,00,000 equity shares (6.79% of paid-up capital)
  • Current status: 16,44,250 options granted, 13,26,500 options outstanding as of March 31, 2026

Item No. 3: Amendments to ESOP 2024 for Subsidiary Employees

Special Resolution to extend the amended ESOP 2024 to employees of subsidiary companies with the same terms as Item No. 2.

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting facility provided by NSDL:

  • E-voting period: Wednesday, May 27, 2026 at 09:00 a.m. IST to Thursday, June 25, 2026 at 05:00 p.m. IST
  • Voting rights determined based on shareholding as of May 22, 2026 cut-off date
  • Voting cannot be exercised by proxy

Scrutinizer Appointment and Role

Mr. Sandeep Parekh (F-7118, CP No. 7693), Proprietor of M/s. Sandeep P Parekh & Co, Practicing Company Secretaries, has been appointed as Scrutinizer to conduct the e-voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman within 2 working days after the e-voting period ends.

Compliance Confirmation

The company confirms compliance with:

  • Companies Act, 2013 and relevant Rules
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • MCA General Circulars including No. 14/2020 and No. 03/2025
  • Secretarial Standard on General Meetings (SS-2)

Key Dates and Timeline

  • Cut-off date: May 22, 2026
  • E-voting period: May 27, 2026 to June 25, 2026
  • Scrutinizer report submission: Within 2 working days after e-voting ends
  • Results declaration: On or before Monday, June 29, 2026
  • Resolution deemed passed: June 25, 2026 (if approved)

Additional Information

The notice and explanatory statement are available on the company's website (www.prostarm.com), stock exchange websites (BSE and NSE), and NSDL's e-voting portal. Institutional shareholders must submit board resolutions/authority letters to the Scrutinizer. The company has provided detailed instructions for e-voting through both NSDL and CDSL platforms for all categories of shareholders.