Key Resolutions

Item No. 1: Appointment of Mr. Ajay Rajan as Director

  • Resolution Type: Ordinary Resolution
  • Director Details: Ajay Rajan (DIN: 09756949)
  • Appointment Date: Effective June 1, 2026
  • Category: Executive Director, not liable to retire by rotation
  • Background: Previously appointed as Additional Director under Section 161 of Companies Act, 2013

Item No. 2: Appointment of Mr. Ajay Rajan as MD & CEO

  • Resolution Type: Special Resolution
  • Term: 3 years from June 1, 2026 to May 31, 2029
  • Remuneration Package:
  • Fixed CTC: ₹3.5 crore per annum
  • Basic: ₹1.75 crore
  • Performance Pay: ₹1.46 crore
  • Retirals: ₹29.41 lakh (PF ₹21 lakh + Gratuity ₹8.41 lakh)
  • One-time Bonuses:
  • Upfront Sign-in Bonus: ₹1 crore (recoverable if resignation within 12 months)
  • Deferred Bonus: ₹1.4 crore (50% on joining, 50% after one year)
  • Long-term Incentives:
  • Joining ESOPs: ₹50 lakh
  • Joining RSUs: ₹50 lakh
  • Performance ESOPs: ₹1.5 crore (post FY26-27 appraisal)
  • Performance RSUs: ₹50 lakh (post FY26-27 appraisal)
  • Additional Benefits:
  • Company Car: ₹33 lakh (can be taken as cash)
  • Fuel, toll, driver allowances (as per actuals)
  • Mobile handset, telephone bills, entertainment expenses
  • Insurance coverage for self and family
  • Minimum remuneration payable even in case of inadequate profits

Item No. 3: Appointment of Mr. Nandkumar Saravade as Independent Director

  • Resolution Type: Special Resolution
  • Director Details: Nandkumar Saravade (DIN: 07601861)
  • Term: 3 years from June 1, 2026 to May 31, 2029 (first term)
  • Category: Non-Executive Independent Director
  • Background: 64 years old, experienced in law enforcement, banking, cyber security, and technology management
  • Current Directorships: Sahamati Foundation, AU Small Finance Bank, Jio BlackRock Asset Management

Voting Details

  • Cut-off Date: July 10, 2026 (for determining eligible shareholders)
  • Remote e-Voting Period: July 17, 2026 (9:00 AM IST) to August 15, 2026 (5:00 PM IST)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Results Declaration: On or before August 18, 2026
  • Voting Method: Electronic only (no physical ballot)

Company Financial Information (FY2025-26)

  • Total Income: ₹10,702.10 million
  • Total Expenditure: ₹9,004.20 million
  • Depreciation & Amortization: ₹459.40 million
  • Profit Before Tax: ₹1,238.50 million
  • Profit After Tax: ₹943.20 million
  • Net Worth: ₹10,769.70 million
  • EPS Basic: ₹23.24
  • EPS Diluted: ₹23.16
  • Dividend Proposed: 100% (Face Value ₹10 per share)

Additional Information

  • Documents available for inspection at Corporate Office: 18th Floor, One International Center, Tower 2, Senapati Bapat Marg, Prabhadevi (West), Mumbai - 400 013
  • Notice available on company website: www.proteantech.in
  • No defaults in payment to banks, financial institutions, or debenture holders
  • Company has two foreign subsidiaries: Protean International DMCC and Protean eGov Technologies Australia Pty Ltd