Meeting Details

  • Type of Meeting: Postal Ballot (no physical meeting)
  • Cut-off Date: Friday, May 22, 2026 (to determine eligibility to vote)
  • Dispatch Date: The electronic dispatch of the Postal Ballot Notice was completed on May 29, 2026.

Summary of Proposed Resolutions and Implications

Four special resolutions are proposed for shareholder approval:

Resolution 1: Re-appointment of Mr. Mekin Maheshwari (DIN: 03621431)

  • Proposed as a Non-Executive Independent Director for a second term of five years.
  • Term: From June 09, 2026, to June 08, 2031.
  • His first term ends on June 08, 2026.

Resolution 2: Re-appointment of Ms. Meenakshi Nevatia (DIN: 08235844)

  • Proposed as a Non-Executive Independent Director for a second term of five years.
  • Term: From July 28, 2026, to July 27, 2031.
  • Her first term ends on July 27, 2026.

Resolution 3: Re-appointment of Mr. Subramaniam Somasundaram (DIN: 01494407)

  • Proposed as a Non-Executive Independent Director for a second term of five years.
  • Term: From July 28, 2026, to July 27, 2031.
  • His first term ends on July 27, 2026.

Resolution 4: Buyback of Equity Shares

  • Number of Shares: Up to 14,87,500 fully paid-up equity shares.
  • Face Value: ₹10 per share.
  • Buyback Price: ₹1,600 per share.
  • Offer Size: Aggregate amount not exceeding ₹238 Crores (excluding taxes and transaction costs).
  • Percentage of Capital: Represents 8.87% of the total paid-up equity capital as of March 31, 2026.
  • Method: "Tender offer" route through the stock exchange mechanism.
  • Reservation: 15% of the buyback size or the number of shares entitled to small shareholders (whichever is higher) is reserved for small shareholders (defined as those holding shares worth ≤ ₹2,00,000 as of the record date).
  • Source of Funds: Free reserves (retained earnings) of the Company. No borrowed funds will be used.
  • Post-Buyback Capital Reduction: Shares bought back will be extinguished and physically destroyed. A sum equal to the nominal value of bought-back shares will be transferred to the Capital Redemption Reserve Account.

Voting Process and Methods

  • Voting Method: Remote e-voting only. No physical ballot forms are being dispatched.
  • E-voting Service Provider: KFin Technologies Limited.
  • E-voting Period: Commences on Saturday, May 30, 2026, at 09:00 AM IST and ends on Sunday, June 28, 2026, at 05:00 PM IST.
  • Eligibility: Members registered in the Company's records or as beneficial owners with Depositories (NSDL/CDSL) as of the cut-off date (May 22, 2026).

Key Voting Outcomes and Scrutinizer

  • Results Declaration: The results will be announced on or before Tuesday, June 30, 2026.
  • Scrutinizer: Mr. Mukesh Siroya (M Siroya and Company, Practising Company Secretary, CP No. 4157; M. No. F5682) has been appointed to conduct the process in a fair and transparent manner.
  • Alternate Scrutinizer: Ms. Bhavyata Acharya (CP No. 21758; M. No. A25734), Practicing Company Secretary.
  • The scrutinizer will submit a report to the Chairman, and the results will be based on this report.
  • The resolution is deemed passed on the last date of e-voting (June 28, 2026) if approved by the requisite majority.

Compliance with Laws and Regulations

The notice emphasizes compliance with:

  • Sections 108, 110, 149, 150, 152, 160, 68, 69, and 70 of the Companies Act, 2013.
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI (LODR) Regulations, 2015.
  • SEBI (Buy-Back of Securities) Regulations, 2018.
  • Secretarial Standard on General Meetings (SS-2).
  • Multiple General Circulars issued by the Ministry of Corporate Affairs (MCA).
  • SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024.

The statutory auditors, S. R. Batliboi & Associates LLP, have provided a report confirming the company's ability to fund the buyback and that it will not be rendered insolvent within a year post-buyback.

Additional Financial and Legal Information

  • Promoter Group Intention: HR Offshoring Ventures Pte. Ltd. (Promoter) intends to tender 1,29,234 of its 39,91,586 shares in the buyback.
  • Financial Limits: The buyback size (₹238 Cr) is 24.96% of paid-up capital + free reserves per standalone financials and 22.85% per consolidated financials (as of March 31, 2026), within the statutory limit of 25%.
  • Compliance Confirmations: The document includes extensive confirmations that the Company has no payment defaults, will not issue new shares during the buyback period (except for obligations like ESOPs), and will maintain minimum public shareholding post-buyback.
  • Green Initiative: The notice encourages shareholders to register their email addresses for electronic communication to support environmental sustainability.