Key Resolutions for Shareholder Approval

1. Stock Sub-division/Split (Ordinary Resolution)

The company proposes to subdivide each existing equity share with a face value of ₹10 into 5 equity shares with a face value of ₹2 each. The split shares will rank pari-passu with existing shares.

Capital Structure Impact:

  • Authorized Capital: Pre-split: 1,00,00,000 shares of ₹10 each (₹10,00,00,000). Post-split: 5,00,00,000 shares of ₹2 each (₹10,00,00,000).
  • Issued, Subscribed and Paid-up Capital: Pre-split: 81,99,247 shares of ₹10 each (₹8,19,92,470). Post-split: 4,09,96,235 shares of ₹2 each (₹8,19,92,470).
  • The Record Date for the split will be determined later by the Board of Directors.
  • The stated rationale is to enhance liquidity and encourage wider retail participation by making shares more affordable.

2. Alteration of Memorandum of Association (Ordinary Resolution)

Consequent to the stock split, Clause 5 of the MOA requires amendment to reflect the new authorized capital structure: "The Authorised Share Capital of the Company is Rs. 10,00,00,000 (Ten Crore) divided into 5,00,00,000 (Five Crore) equity shares of Rs. 2/- each."

3. Appointment of Mr. Avinash Hariharno as Whole-Time Director (Ordinary Resolution)

  • DIN: 11689719
  • Current Role: Chief Financial Officer (CFO) of the company.
  • Proposed Role: Whole-Time Director designated as Executive Director (Finance).
  • Term: Five consecutive years from May 28, 2026, to May 27, 2031. He will be liable to retire by rotation.
  • Qualifications: Master's degree in Commerce.
  • Experience: Over 26 years of experience in finance, accounting, and corporate banking, all with Simplex Castings.
  • Remuneration: A fixed basic salary of ₹1,00,000 per month. He will be entitled to annual increments, perquisites, allowances, and bonus as determined by the Board. He will not receive sitting fees for Board/Committee meetings.
  • FY 2025-26 Salary: Drawn ₹11.33 Lakhs as CFO.

4. Appointment of Mr. Palash Singhania as Independent Director (Special Resolution)

  • DIN: 06724674
  • Proposed Role: Non-Executive Independent Director.
  • Term: Five consecutive years from May 28, 2026, to May 27, 2031. He will not be liable to retire by rotation.
  • Qualifications: Bachelor of Engineering (B.E.), Post Graduate Diploma in International Business (PGDIB), and Certified Financial Planner (CFP).
  • Experience: Over 11 years of experience in portfolio/asset management, corporate directorship, and financial services.
  • Remuneration: He will be entitled to sitting fees for attending Board and Committee meetings where he is a member.
  • Shareholding: Holds 0 shares in the company.

Postal Ballot and E-Voting Process

  • Cut-off Date: Friday, May 22, 2026. Only members registered as of this date are eligible to vote.
  • Voting Period: Remote e-voting begins at 9:00 AM (IST) on Wednesday, June 3, 2026, and ends at 5:00 PM (IST) on Thursday, July 2, 2026.
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: Ms. Meena Naidu, Practicing Company Secretary (Membership No. ACS 28193, CP No. 23853), appointed to oversee the e-voting process.
  • Result Declaration: The results will be announced on or before Saturday, July 4, 2026, and displayed on the company's website (www.simplexcastings.com) and CDSL's website (www.evotingindia.com).
  • Communication: The notice is being sent only electronically to members whose email IDs are registered with the company/RTA/depositories.

Financial Impact

  • The stock split is a capital restructuring exercise with no change in the aggregate value of the authorized or paid-up capital.
  • The appointments of directors will result in remuneration outflows as detailed, subject to shareholder approval.