Meeting Details

This is a Postal Ballot process conducted through Remote E-Voting, not a physical meeting. The voting period commences on Wednesday, 23rd September, 2026 (9:00 A.M. IST) and ends on Thursday, 22nd October, 2026 (5:00 P.M. IST). The cut-off date for determining member eligibility is Friday, 18th September, 2026.

Proposed Resolutions and Implications

Item No. 1: Appointment as Director

Ordinary Resolution to appoint Mr. Sanjay Kshirsagar (DIN: 11745844) as a Director of the Company liable to retire by rotation, pursuant to Section 152 of the Companies Act, 2013 and Regulation 17(1C) of SEBI LODR.

Item No. 2: Appointment as Whole Time Director & CEO

Special Resolution to appoint Mr. Sanjay Kshirsagar as Whole Time Director designated as Whole Time Director & Chief Executive Officer for a period of 3 years from 1st September, 2026 to 31st August, 2029.

Remuneration Details:

  • Basic salary: ₹1,69,955 per month in the scale of ₹1,50,000 to ₹3,00,000 per month
  • Perquisites: Not exceeding 300% of annual basic salary including leased accommodation/HRA, medical reimbursement, LTA, NPS contributions, company car, insurance, and communication facilities
  • Performance pay: Not exceeding 175% of annual basic salary based on performance
  • ESOPs: In accordance with company schemes as approved by Nomination and Remuneration Committee
  • Provident Fund, Superannuation Fund, NPS, and Gratuity as per rules

This appointment facilitates seamless succession following the completion of Mr. Devjit Sarkar's tenure as Whole Time Director & CEO on 31st August, 2026.

Voting Process and Methods

The Company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facility. The notice is being sent only through electronic mode to members whose email addresses are registered as per MCA Circulars Nos. 14/2020, 17/2020, and the latest 03/2025 dated 22nd September, 2025. Physical copies of the notice and ballot forms are not being sent.

Director Profile and Qualifications

Mr. Sanjay Kshirsagar, aged 57 years, is a Mechanical Engineer and Post Graduate in Financial Management with over 34 years of experience in Projects and Manufacturing Operations. He previously oversaw Engine Plants of Mahindra & Mahindra Ltd. at Chakan and Igatpuri, driving volume rampups by approximately 3X over five years. He has expertise in Manufacturing Digitization, AI transition, TPM implementation, and lean manufacturing practices.

Financial Information

The Company reported net turnover & other income of ₹2024.83 crores, net profit after tax of ₹196.40 crores, and net worth of ₹488.92 crores for the year ended 31st March, 2026.

Scrutinizer Appointment

The Board has appointed Mr. Ajay K. Arora, Practicing Company Secretary (FCS-2191, C.P. No. 993), and failing him Mr. Kanwaljit Singh, Practicing Company Secretary (FCS-5901, C.P. No. 5870), as Scrutinizer to conduct the postal ballot process fairly and transparently.

Compliance Statement

The notice is issued pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, SEBI LODR Regulations, Secretarial Standard-2, and MCA Circulars. The explanatory statement complies with Section 102 of the Companies Act, 2013 and Regulation 36 of SEBI LODR.