Type of Meeting: Postal Ballot (remote e-Voting only)
Cut-off Date for determining voting rights: Friday, 22nd May, 2026
Voting Period: Wednesday, 27th May, 2026 at 09:00 AM IST to Thursday, 25th June, 2026 at 05:00 PM IST
Result Declaration: On or before 2 working days from conclusion of e-Voting (by Saturday, 27th June, 2026)
Proposed Resolutions and Implications
ITEM NO. 1: Appointment of Mrs. Suchita Jain as Vice-Chairperson and Managing Director
Ordinary Resolution for appointment as Vice-Chairperson and Managing Director
Term: 5 years from 1st April, 2026 to 31st March, 2031
DIN: 00746471
Remuneration Details:
Basic Salary: Monthly range of ₹13,00,000 to ₹18,00,000
Perquisites: Up to annual basic salary value (house rent allowance, company car with driver, telephone expenses, medical reimbursement, club fees, personal accident insurance, LTC, gratuity, PF contributions)
Performance Linked Incentives: Up to double the annual basic salary
Valuation of perquisites as per Income Tax Rules, 1962
ITEM NO. 2: Appointment of Mr. Neeraj Jain as Managing Director
Ordinary Resolution for appointment as Managing Director
Term: 5 years from 1st April, 2026 to 31st March, 2031
DIN: 00340459
Remuneration Details:
Basic Salary: Monthly range of ₹13,00,000 to ₹18,00,000
Perquisites: Up to annual basic salary value (same benefits as Mrs. Jain)
Performance Linked Incentives: Up to double the annual basic salary
Valuation of perquisites as per Income Tax Rules, 1962
Voting Process and Methods
Voting Method: Remote e-Voting only (no physical polling or proxy voting)
Service Provider: Central Depository Services (India) Limited (CDSL)
Electronic voting facility available through:
Depository websites (NSDL/CDSL) for demat holders
CDSL e-Voting website (www.evotingindia.com) for all shareholders
Once a vote is cast, it cannot be changed
Non-Individual shareholders and custodians must register through the 'Corporates' module on CDSL platform
Key Voting Outcomes Process
Scrutinizer: M/s Khanna Ashwani & Associates, Practicing Company Secretaries (Mr. Ashwani Kumar Khanna, CP No. 2220)
Scrutinizer will unblock votes in presence of two witnesses not employed by the company
Scrutinizer's decision on validity of votes is final
Results will be displayed on company website (www.vardhman.com), stock exchange websites (NSE, BSE), and CDSL website (www.evotingindia.com)
Compliance with Laws and Regulations
Compliance with: Section 110 of Companies Act, 2013; Rules 20 and 22 of Companies (Management and Administration) Rules, 2014; Regulation 44 of SEBI LODR Regulations; Secretarial Standard SS-2; MCA Circulars including General Circular Nos. 14/2020, 17/2020, 3/2022, 09/2023, 09/2024, and 03/2025
Notice published in one National English newspaper and one regional Punjabi newspaper
Additional Information
Explanatory Statement provided pursuant to Section 102 of Companies Act, 2013
Mrs. Suchita Jain's current term ends 23rd August, 2026; Mr. Neeraj Jain's current term ends 31st March, 2029
Both appointees have confirmed compliance with Section 196(3) and Schedule V requirements
