Harsha Engineers International Limited has announced the retirement of Mr. Rajesh Nirmal, who served as General Manager (Logistics & Commercial). The executive’s employment with the company ceased effective from the close of business hours on August 1, 2026, following his attainment of the superannuation age. This personnel change is part of the company’s standard succession planning for senior management roles.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing was submitted to both the Bombay Stock Exchange and the National Stock Exchange of India Limited on August 1, 2026. Company Secretary and Chief Compliance Officer Kiran Kumar Mohanty signed the communication, confirming the cessation of employment and attaching the requisite relieving documentation.

Retirement Details

Mr. Nirmal’s departure marks the end of a long tenure with the organization. According to the relieving certificate issued by the Human Resource department, he was employed by Harsha Engineers International Limited from December 1, 1997, until his retirement date. At the time of his exit, he held the designation of General Manager in the Logistics Department at the Changodar facility.

The certificate confirms that Mr. Nirmal was relieved after the close of working hours on August 1, 2026. The document was countersigned by Darpesh Parmar, General Manager – Human Resource, verifying the employee’s service period and final designation.

Regulatory Compliance

The company adhered to the procedural requirements set out in SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The filing included Annexure A, which detailed the reason for the change as retirement due to superannuation. No relationships between directors were disclosed in connection with this appointment or cessation, as it was deemed not applicable.

This transition ensures continuity in the logistics and commercial operations under the existing management structure, with no immediate replacement named in the current disclosure. The announcement serves to inform investors and stakeholders of the change in senior management personnel.

Harsha Engineers International Limited shareholders approved all 12 resolutions at its 16th Annual General Meeting (AGM) held on July 23, 2026, via Video Conferencing/Other Audio Visual Means (VC/OAVM). The meeting saw near-unanimous support for financial statements, dividend declaration, and auditor appointments. However, the re-appointment of Independent Director Kunal Shah faced significant opposition from institutional investors, who voted against the resolution by 92.58%, although it passed due to promoter backing. The company also secured approval for its Employee Stock Option Plan (ESOP) 2026.

The voting process was overseen by CS Chirag Shah of M/s Chirag Shah & Associates, acting as Scrutinizer pursuant to Section 108 of the Companies Act, 2013. Remote e-voting was open from July 20, 2026, at 9:00 a.m. to July 22, 2026, at 5:00 p.m., with Central Depository Services (India) Limited (CDSL) facilitating e-voting for attendees. Shareholders holding shares as of the cut-off date, July 16, 2026, were eligible to vote. The votes were unblocked on July 23, 2026, at 11:53 a.m.

Voting Results Overview

The promoter group, holding 68,283,077 shares, voted in favor of all resolutions without abstention or opposition. The following table summarizes the key outcomes for ordinary resolutions:

M/s Mukesh M. Shah & Co., Chartered Accountants (FRN: 106625W), were appointed as statutory auditors for five consecutive years, effective from the conclusion of the 16th AGM until the 21st AGM. This follows the completion of the term of previous auditors, M/s Pankaj R. Shah & Associates. The Board of Directors had initially approved the appointment on May 7, 2026.

Director Re-appointments and Dissent

Special resolutions for the re-appointment of Independent Directors Ambar Patel, Bhushan Punani, and Ramakrishnan Kasinathan received over 99.8% support. In contrast, the re-appointment of Kunal Shah (DIN: 02087152) received only 85.86% overall support. While promoters voted unanimously in favor, public institutions voted against the resolution by 92.58%. Despite this dissent, the resolution passed due to the weight of promoter votes.

Employee Stock Option Plan

Shareholders approved the Harsha Engineers International Limited Employee Stock Option Plan 2026 and the grant of options to employees of subsidiary companies. These special resolutions received 99.76% support overall. Institutional investors showed minor dissent, with 1.58% voting against the plan, while non-institutional public investors opposed it by 1.56%.

What the Numbers Show

The voting pattern highlights a divergence between promoter interests and institutional sentiment regarding specific board composition. While operational and financial matters such as auditor appointments and dividend declarations enjoyed universal backing, the rejection of Kunal Shah’s re-appointment by nearly 93% of institutional voters suggests concerns among large investors about his continued tenure. This dissent did not alter the outcome due to the concentrated promoter ownership but signals potential scrutiny for future governance decisions.