Milky Mist Dairy Food Limited has issued a postal ballot notice seeking shareholder approval for six special resolutions. The proposals include the ratification of its Employee Stock Option Scheme 2025, modification of existing grant vesting schedules, amendment to Articles of Association, and approval of managerial remuneration for key executives.

The company completed its initial public offering (IPO) and listed on BSE and NSE on August 18, 2026. Consequently, SEBI Listing Regulations now apply, necessitating specific shareholder approvals for promoter remuneration and post-IPO ESOP compliance.

ESOP Ratification and Vesting Modifications

The board seeks to ratify the "Milky Mist Dairy Food - Employee Stock Option Scheme 2025" (ESOP 2025), originally approved prior to the IPO. Under Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, fresh grants under pre-IPO schemes require post-listing ratification. The scheme allows for the creation of up to 1 crore options convertible into equity shares of face value ₹2 each.

Additionally, the company proposes modifying the vesting schedule for a grant of 16,64,836 options made on July 18, 2025. The original four-year vesting period will be reduced to two years for unvested options. The revised schedule allocates 45% of the balance options upon shareholder approval and 35% on July 21, 2027. As of the notice date, 3,32,967 options have vested, while 13,31,869 remain unvested.

Remuneration Approvals

Approval is sought for the remuneration of Mr. Sathishkumar T, Chairman and Managing Director, and Dr. K Rathnam, Whole-time Director and CEO. This is required as their annual remuneration exceeds thresholds prescribed under Regulation 17(6)(e)(i) of the SEBI Listing Regulations and Section 197 of the Companies Act, 2013.

Mr. Sathishkumar T’s proposed monthly gross remuneration is ₹65 lakh, with an additional fixed annual payment equivalent to one month’s gross remuneration. Dr. K Rathnam’s monthly gross remuneration is proposed at ₹40 lakh, effective July 1, 2026, up from ₹20.10 lakh previously. Both resolutions include provisions for minimum remuneration in case of inadequate profits.

A separate resolution seeks approval for aggregate managerial remuneration exceeding 10% of net profits, applicable to all three Executive Directors: Mr. Sathishkumar T, Ms. Anitha S, and Dr. K Rathnam.

Amendment to Articles of Association

The company proposes deleting 'Part B' of its Articles of Association. These provisions were linked to special rights under Shareholders' Agreements that automatically terminated upon the IPO listing date. With those agreements no longer in force, the associated special rights, including board nomination and transfer restrictions, are obsolete.

Voting Schedule

The remote e-voting process commenced on October 8, 2026, and will conclude on November 6, 2026. The cut-off date for determining eligible shareholders was October 2, 2026. Results will be declared on or before November 9, 2026.

What the Numbers Show

The financial disclosures accompanying the remuneration request highlight significant growth in FY26 compared to FY25. Sales (including other income) rose from ₹2,33,332.78 lakh in FY25 to ₹3,14,342.46 lakh in FY26. Net profit after tax more than doubled, increasing from ₹4,376.40 lakh to ₹12,515.19 lakh. Basic EPS improved from ₹0.69 to ₹1.96 per share. The substantial jump in net profit supports the justification for higher managerial remuneration, although the company notes that ongoing project expansion activities may impact profitability in certain periods.

Milky Mist Dairy Food Limited has achieved 100% energy self-sufficiency through renewable sources following the commissioning of a new 10 MW solar power plant at Arasanoor. This addition brings the company's total renewable generation capacity to approximately 41 MW, fully meeting its operational power requirements.

The new facility complements an existing 15 MW solar plant at the same location, bringing the total investment in Arasanoor's 25 MW capacity to approximately ₹109.60 crore. The company reported this development on September 30, 2026, under Regulation 30 of SEBI (LODR) Regulations, 2015.

Renewable Capacity Breakdown

Milky Mist has expanded its renewable footprint across multiple sites in Tamil Nadu since initiating its first solar plant in 2016. The cumulative installed capacity now comprises solar and wind assets distributed across four locations.

Operational Impact and Investments

The combined 25 MW facility at Arasanoor is expected to generate approximately 2 million units of renewable electricity annually. This output supports the energy needs of the company's integrated manufacturing facility in Perundurai and its various milk chilling centres. The shift to renewable sources is projected to avoid approximately 16,000 tonnes of carbon emissions each year.

Since 2016, Milky Mist has invested close to ₹197 crore in renewable energy generation plants. These investments have cumulatively generated approximately 210 million units of power, valued at around ₹165 crore. The solar installations are designed for a minimum operating life of 28–30 years, with projected lifecycle generation of around 1,400 million units of electricity, equivalent to an estimated reduction of 1.35 million tonnes of CO₂ emissions.

Diversified Sustainability Measures

Beyond solar and wind power, the company employs steam turbine technology and a methane gas purification plant that generates approximately 15,000 units of electricity daily. Effluent treatment operations are leveraged for captive power generation, converting methane into Compressed Natural Gas (CNG). Additionally, biomass is used for boiler operations to further reduce dependence on conventional energy sources.

What the Numbers Show

The data reveals a strong correlation between capital expenditure and operational cost avoidance. With a total investment of ₹197 crore yielding ₹165 crore in value from generated power so far, the company is approaching a break-even point on its initial renewable investments within roughly a decade. Given the 28–30 year operational life of the plants, the remaining two decades represent pure margin expansion as the asset base continues to generate electricity without significant additional fuel costs. Furthermore, the ability to meet 100% of total power requirements via renewables insulates the company from volatile grid electricity tariffs, a critical factor for energy-intensive dairy processing operations.