R K Swamy Limited has successfully completed its postal ballot process, with shareholders approving five special resolutions with overwhelming majority support. The company announced the voting results on March 24, 2026, following the conclusion of the remote e-voting period that ended on March 23, 2026.

Postal Ballot Process Overview

The postal ballot process was conducted in accordance with Section 110 of the Companies Act, 2013, and the SEBI Listing Regulations. The company dispatched postal ballot notices electronically to shareholders on February 19, 2026, with the record date set as February 13, 2026.

Resolution Results and Voting Details

All five special resolutions were approved with remarkable consensus among shareholders. The voting results demonstrate strong shareholder confidence in the company's leadership decisions.

Resolution 1: Reappointment of Mr. T. T. Srinivasaraghavan

Resolution 2: Reappointment of Mrs. Nalini Padmanabhan

The reappointment of Mrs. Nalini Padmanabhan as Independent Director received similar overwhelming support, with 99.99% of valid votes cast in favour. The total votes polled were 3,66,89,667 shares, with only 2,436 votes against the resolution.

Resolution 3: Reappointment of Mr. Rajiv Vastupal Mehta

Mr. Rajiv Vastupal Mehta's reappointment as Independent Director was approved with 99.99% of valid votes in favour. The resolution received 3,66,87,221 votes in favour against 2,446 votes opposing the appointment.

Resolution 4: Reappointment of Mrs. Sangeetha Narasimhan

The reappointment of Mrs. Sangeetha Narasimhan as Whole-time Director, along with terms of her remuneration, received the highest approval rate among all resolutions at 99.99%.

Resolution 5: Commission to Non-Executive Directors

The approval of commission payable to all Non-Executive Directors was passed with 3,66,87,211 votes in favour and 2,446 votes against, representing 99.99% approval from valid votes cast.

Scrutinizer's Report and Compliance

Mr. N Ramanathan from S Dhanapal & Associates LLP, serving as the appointed scrutinizer, submitted his comprehensive report confirming the validity of the postal ballot process. The scrutinizer verified that all procedural requirements under the Companies Act, 2013 and related rules were properly followed.

The voting results and scrutinizer's report are available on the company's website at www.rkswamy.com , ensuring transparency and accessibility for all stakeholders. The resolutions are deemed to have been passed on March 23, 2026, the last date specified for receipt of votes through the remote e-voting process.

R K Swamy Limited has announced a comprehensive postal ballot process for key board appointments and remuneration matters, with the notice dated February 13, 2026. The integrated marketing services company is seeking shareholder approval for five special resolutions through remote electronic voting.

Director Re-appointments and Terms

The postal ballot encompasses re-appointments of key board members across different categories. The company proposes second-term appointments for three Independent Directors who have completed their initial three-year tenure from July 03, 2023, to July 02, 2026.

Executive Remuneration Structure

The ballot includes approval for Mrs. Sangeetha Narasimhan's remuneration as Whole-time Director and CEO. The proposed compensation structure covers three financial years from FY 2026-27 to FY 2028-29.

Key Remuneration Components:

• Annual fixed remuneration not exceeding Rs. 250 lakhs
• Performance bonus up to 0.3% of consolidated net profits (after tax)
• Insurance and medical benefits as per company service rules
• 90-day notice period for termination

The remuneration package maintains the same annual limit previously approved by shareholders at the Extraordinary General Meeting held on July 25, 2023.

Non-Executive Director Commission

The company seeks approval for commission payments to all Non-Executive Directors for the period FY 2026-27 to FY 2028-29. The proposed structure allows aggregate commission not exceeding 1% per annum of the company's net profits, calculated according to Section 198 of the Companies Act, 2013.

Currently, the board comprises five Non-Executive Directors, including four Independent Directors and one Non-Executive, Non-Independent Director (Mr. Siddharth S Swamy). The structure accounts for Mr. Sunil Sethy stepping down from his Independent Director role effective March 26, 2026, upon reaching 75 years of age.

Voting Process and Timeline

The company has engaged KFin Technologies Limited to facilitate the remote e-voting process. The voting mechanism operates exclusively through electronic means, with no physical postal ballot forms being distributed.

The Board of Directors has appointed Mr. S. Dhanapal or Mr. N. Ramanathan from S. Dhanapal & Associates LLP, Company Secretaries, as scrutinizers to ensure fair and transparent conduct of the postal ballot process.

Company Performance Context

The proposals come against the backdrop of the company's financial performance, with standalone revenue from operations of Rs. 11,954.71 lakhs and profit after tax of Rs. 1,353.12 lakhs for FY 2024-25. The company operates across integrated marketing communications, customer data analytics and marketing technology, and full-service market research segments.

Shareholders whose email addresses are registered with the company or depositories as of the cut-off date will receive detailed voting instructions and credentials for the e-voting process. The resolutions, if approved by requisite majority, will be deemed passed on March 23, 2026.