Meeting Details

The company is conducting a postal ballot process without a physical meeting. The remote e-Voting period commences on Monday, 13th July, 2026, from 09:00 a.m. (IST) and ends on Tuesday, 11th August, 2026 at 05:00 p.m. (IST). The cutoff date for determining members eligible to vote is Friday, 03rd July, 2026.

Proposed Resolutions and Implications

Item No. 1 - Revision in remuneration of Dr. Anwar Daud, Managing Director (DIN: 00023529)

The special resolution seeks approval for revised remuneration structure until 30th July, 2027 (current term expiry) comprising:

  • Fixed remuneration up to ₹03.00 Crores per annum
  • Performance Linked Incentive (PLI)/Variable Pay up to 42.50% of aggregate fixed salary
  • Any annual one-time payout/bonus, including statutory payments

Item No. 2 - Revision in remuneration of Mr. Zulfiquar Kamal, Whole-Time Director (DIN: 01786763)

The special resolution seeks approval for revised remuneration structure until 18th October, 2027 (current term expiry) comprising:

  • Fixed remuneration up to ₹02.50 Crores per annum
  • Performance Linked Incentive (PLI)/Variable Pay up to 25% of aggregate fixed salary
  • Any annual one-time payout/bonus, including statutory payments

The Board of Directors, in consultation with the Nomination and Remuneration Committee, will determine the exact remuneration within these approved limits annually.

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting via NSDL's e-voting system. Physical ballot forms are not being accepted. The process involves:

  • Two-step voting process: Access to NSDL system and casting vote
  • Different login methods for demat holders (NSDL and CDSL) and physical shareholders
  • Helpdesk support available for technical issues
  • Institutional shareholders must submit board resolutions/authority letters

Key Voting Outcomes

The results of the postal ballot will be announced on or before Thursday, 13th August, 2026. The resolution will be deemed passed on the last date of e-voting (11th August, 2026) if assented by requisite majority. The results will be intimated to BSE Limited and National Stock Exchange of India Limited and uploaded on the company's website (www.zimlab.in) and NSDL's website (https://www.evoting.nsdl.com/).

Scrutinizer's Role

Ms. Roshni Jethani, Practicing Company Secretary (Membership No. 48849 & COP No. 17722), has been appointed as Scrutinizer to conduct the postal ballot process in a fair and transparent manner. Her decision on the validity of votes cast shall be final. She will submit her report to the Chairman upon completion of scrutiny.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard on General Meetings (SS-2)
  • MCA Circular Nos. 14/2020, 17/2020 and subsequent circulars including latest Circular No. 03/2025 dated September 22, 2025
  • SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020

Additional Information

The explanatory statement highlights that both directors play pivotal roles in the company's growth and strategic direction. The revision aims to simplify the remuneration structure by removing the lower limit while retaining maximum limits, and to bring greater consistency and transparency in the performance evaluation framework. Except for the concerned directors and their relatives, no other directors or key managerial personnel are interested in these resolutions.