Meeting Details

The postal ballot was conducted through a remote e-voting process without a physical meeting. The Board of Directors approved the proposal to conduct this ballot at their meeting held on May 13, 2026. The e-voting commenced at 9:00 AM on May 19, 2026, and concluded at 5:00 PM on June 17, 2026. The results were declared on June 17, 2026.

Summary of Proposed Resolutions and Implications

Three resolutions were put to vote, all of which were interlinked:

1. Item No. 1: An Ordinary Resolution to increase the Authorized Share Capital of the Company from ₹10,00,00,000 (2 Crore shares of ₹5 each) to ₹60,00,00,000 (12 Crore shares of ₹5 each) and consequentially alter the Memorandum of Association.

2. Item No. 2: A Special Resolution to consequentially alter the capital clause (Article 3) of the Articles of Association to reflect the new authorized capital, contingent upon the approval of Item No. 1.

3. Item No. 3: An Ordinary Resolution to issue bonus shares in the ratio of 5:1 (5 new shares for every 1 existing share), subject to the approval of the increase in authorized capital (Item No. 1). A sum of ₹47,41,89,600 would be capitalised from free reserves and/or the securities premium account for this purpose.

The passing of these resolutions enables a significant capital restructuring and rewards shareholders with a substantial bonus issue.

Voting Process and Methods

The voting was conducted entirely through a remote e-voting process facilitated by National Securities Depository Limited (NSDL), which was assigned E-voting Event Number (EVEN) 139329. The cut-off date for determining member eligibility was fixed as May 15, 2026. The Notice of the Postal Ballot was dispatched via email to 32,843 members and was advertised in Business Standard (English) and Makkal Kural (Tamil) on May 19, 2026. Physical ballot forms were not dispatched following MCA circulars.

Key Voting Outcomes

Mr. G Karthikeyan of M/s. RSGK & Associates was appointed as the Scrutinizer to oversee the process. A total of 441 members participated in the remote e-voting, and all votes were considered valid.

Voting rights were frozen on 442 equity shares in the company's Unclaimed Suspense Account and 51,833 equity shares held by the Investor Education and Protection Fund Authority (IEPF). These shares were not eligible to vote.

The detailed results for each resolution are as follows:

Item No. 1 (Ordinary Resolution)

  • Total Valid Ballots/Votes: 439 ballots representing 1,71,77,363 votes.
  • In Favor: 427 ballots representing 1,71,75,745 votes (99.99% of votes cast).
  • Against: 12 ballots representing 1,618 votes (0.01% of votes cast).
  • Result: PASSED.

Item No. 2 (Special Resolution)

  • Total Valid Ballots/Votes: 437 ballots representing 1,71,77,185 votes.
  • In Favor: 425 ballots representing 1,71,75,567 votes (99.99% of votes cast).
  • Against: 12 ballots representing 1,618 votes (0.01% of votes cast).
  • Result: PASSED.

Item No. 3 (Ordinary Resolution)

  • Total Valid Ballots/Votes: 441 ballots representing 1,71,77,189 votes.
  • In Favor: 415 ballots representing 1,69,91,005 votes (98.92% of votes cast).
  • Against: 26 ballots representing 1,86,184 votes (1.08% of votes cast).
  • Result: PASSED.

Scrutinizer's Role and Findings

The Scrutinizer validated the e-voting report from NSDL, confirming that the votes were unblocked in the presence of two independent witnesses. He verified that the votes cast were aligned with the list of members and their holdings as of the cut-off date. The Scrutinizer submitted his final report to the Managing Director on June 17, 2026, confirming the validity of the process and the results.

Compliance with Laws and Regulations

The entire process was conducted in compliance with:

  • Sections 108, 110, and other applicable provisions of the Companies Act, 2013.
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • MCA General Circular Nos. 14/2020, 17/2020, and 03/2025.
  • Regulation 44 of the SEBI (LODR) Regulations, 2015.
  • Secretarial Standard on General Meetings (SS-2).

The company has committed to making necessary post-approval filings, including Form SH-7 and MGT-14 with the Registrar of Companies, and disclosures to the stock exchanges.

Additional Financial Information

The company's paid-up equity share capital as of the cut-off date (May 15, 2026) was 1,89,67,584 equity shares of ₹5 each, held by 35,196 members. The bonus issue record date is confirmed as June 24, 2026 (Wednesday).