Meeting Details
The postal ballot process involves a remote e-voting system without a physical meeting. The cut-off date for determining shareholder eligibility is Friday, November 6, 2026. The remote e-voting period commences on Saturday, November 14, 2026 at 9:00 AM IST and ends on Sunday, December 13, 2026 at 5:00 PM IST.
Proposed Resolutions and Implications
Item 1: Approval of Power to Grant Loans to Xpro Dielectric Films FZ-LLC under Section 185 of the Companies Act, 2013 (Special Resolution)
The resolution seeks approval to grant loans to Xpro Dielectric Films FZ-LLC (XDF), a subsidiary, up to an aggregate amount not exceeding INR 60 Crores at any point in time. The loans will be utilized by XDF for its principal business activities only. Directors C Bhaskar, Suhana Murshed, H Bakshi, and Vinay Kumar Agarwal are interested in this resolution as they serve as directors of XDF.
Item 2: Approval of Material Related Party Transaction(s) with Xpro Dielectric Films FZ-LLC (Ordinary Resolution)
This resolution seeks approval for material related party transactions with XDF totaling INR 370 Crores, including:
- Corporate guarantee of AED 83 million (approximately INR 220 crore)
- Equity investments up to INR 60 Crores
- Loans up to INR 60 Crores
- Guarantee commission up to INR 5 Crores
- Sale of goods up to INR 15 Crores
- Purchase of goods up to INR 5 Crores
- Rendering of services up to INR 5 Crores
The corporate guarantee would replace an existing EUR 23.724 million guarantee provided to AKA Ausfuhrkredit-Gesellschaft mbH. Related parties are restricted from voting on this resolution.
Item 3: Re-appointment of Sri Krishnamurthy Balakrishnan as Non-Executive Independent Director (Special Resolution)
Seeks approval for reappointment of Krishnamurthy Balakrishnan (DIN: 00034031) as Non-Executive Independent Director for a second term of five consecutive years from May 25, 2027 to May 24, 2032. He is a qualified Chartered Accountant and Company Secretary with over four decades of experience, currently serving as Chairman of Kriscore Financial Advisors Private Ltd.
Voting Process and Methods
The company has engaged MUFG Intime India Private Limited (formerly Link Intime India Private Limited) to provide e-voting facilities. Voting will be conducted exclusively through remote e-voting with no physical polling. Individual shareholders holding securities in demat mode can vote through their NSDL or CDSL accounts using multiple authentication methods including OTP-based login, IDeAS facility, and depository participant websites.
Key Voting Outcomes and Participation Breakdown
The scrutinizer will submit his report after completion of scrutiny to the Chairman. The results of remote e-voting will be announced on or before Tuesday, December 15, 2026, and will be displayed on the company's website (www.xproindia.com) and MUFG Intime's website (https://instavote.linkintime.co.in/). The results will also be communicated to NSE and BSE and displayed at the company's registered office for at least 3 days from declaration.
Scrutinizer's Role and Findings
Sri Girish Bhatia, Practicing Company Secretary (Membership No.: FCS 3295 & CP No.: 13792) has been appointed as scrutinizer to conduct the postal ballot process through remote e-voting in a fair and transparent manner. His decision on the validity of votes will be final.
Compliance Confirmation
The notice confirms compliance with Section 110 of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, General Circular Nos. 14/2020, 17/2020, and 03/2025 issued by MCA, Secretarial Standard on General Meetings (SS-2), and Regulation 44 of SEBI LODR Regulations.
Additional Information
The explanatory statement provides detailed disclosures as required under Section 102 of the Companies Act, 2013, including rationale for each resolution, financial details of related party transactions, director qualifications, and compliance certificates. The notice is being sent only electronically to members registered email addresses as of the cut-off date.