Basilic Fly Studio Limited has launched a postal ballot process to secure shareholder approval for material related party transactions (RPTs) concerning the expansion of its global leadership structure. The company seeks consent for its Managing Director, Mr. Balakrishnan, and Whole-time Director, Mrs. Sundaram Yogalakshmi, to assume senior executive roles at One of Us Ltd, a subsidiary, while simultaneously varying their domestic appointment terms to permit potential relocation outside India.

The proposals aim to strengthen the group’s international business operations by placing key promoters in strategic oversight roles abroad. The Audit Committee, Nomination and Remuneration Committee, and the Board of Directors approved these transactions on July 22, 2026, citing commercial rationale and alignment with the company’s global expansion strategy. Shareholders holding shares as of the cut-off date, July 17, 2026, are eligible to vote via remote e-voting through National Securities Depository Limited (NSDL).

Key Resolutions and Remuneration Details

The postal ballot notice outlines four resolutions: two ordinary resolutions approving the RPTs for holding office in the subsidiary, and two special resolutions approving variations in the terms and conditions of the directors’ appointments with Basilic Fly Studio Limited.

Mr. Balakrishnan’s appointment as Global Chief Executive Officer at One of Us Ltd is effective from May 26, 2026, for a five-year term. His overall remuneration from the subsidiary shall not exceed GBP 250,000 per annum. Concurrently, his role as Managing Director of the parent company will continue, designated as Executive Director – Promoter, with a monthly remuneration of INR 12,00,000 payable by Basilic Fly Studio Limited.

Mrs. Sundaram Yogalakshmi’s appointment as Global Business Strategy Officer at One of Us Ltd begins on September 1, 2026, also for a five-year term. Her remuneration from the subsidiary shall not exceed GBP 150,000 per annum. Her domestic role as Whole-time Director continues with a monthly remuneration of INR 8,40,000 payable by the parent company.

Regulatory Approvals and Voting Timeline

The variation in appointment terms requires Central Government approval under Schedule V of the Companies Act, 2013, as both directors may relocate outside India and thus not satisfy the residency condition. The transactions are classified as material related party transactions under Section 188(1)(f) of the Companies Act, 2013, and Regulation 23 of the SEBI Listing Regulations.

Remote e-voting commenced on July 24, 2026, at 9:00 a.m. (IST) and concludes on August 23, 2026, at 5:00 p.m. (IST). Alagar & Associates LLP has been appointed as the scrutinizer for the postal ballot. The results are expected to be announced by August 25, 2026.

What the Numbers Show

The proposed transactions represent a modest portion of the company’s revenue base. The value of Mr. Balakrishnan’s transaction is approximately 1.1% of the listed entity’s annual consolidated turnover and 3.7% of the subsidiary’s standalone turnover for the preceding financial year. For Mrs. Sundaram Yogalakshmi, the figures stand at 0.6% and 2.1%, respectively. Historical data shows that total transactions with these related parties have remained stable, ranging between INR 84 lakhs and INR 126 lakhs annually over FY2023-24 to FY2025-26, indicating consistent operational engagement rather than sudden spikes in related-party spending.

Shyam Sundar S, a member of the promoter group of Basilic Fly Studio Limited , has confirmed that neither he nor Persons Acting in Concert (PAC) have encumbered any shares of the company for the financial year ended March 31, 2026. This disclosure ensures that the promoter's shareholding remains free from charges or liens, barring those previously reported to the exchanges.

The declaration was submitted to the National Stock Exchange of India Ltd. in compliance with Regulation 31(4) and 31(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. These regulations mandate that promoters disclose any encumbrance on their holdings to ensure transparency for shareholders.

In the communication dated April 1, 2026, Shyam Sundar S explicitly stated that there are no direct or indirect encumbrances on the shares of Basilic Fly Studio Limited. The confirmation covers the promoter and all PACs, providing a clear picture of the holding structure for FY26.

The declaration clarifies that the non-encumbrance status applies to all shares except those that have already been disclosed to the stock exchanges from time to time. This exception accounts for any prior filings that may have detailed specific charges or pledges on the promoter's holdings.

Key Disclosure Details