Paramount Cosmetics (India) Limited has announced its 1st Extraordinary General Meeting (EGM) for the Financial Year 2025-26, scheduled to be held on Friday, February 13, 2026, at 11:00 AM through video conferencing and other audio-visual means. The company issued the notice on January 21, 2026, to all members whose email addresses are registered with the company.

Meeting Agenda and Special Business Items

The EGM will address three significant special business items that require shareholder approval through special resolutions:

Articles of Association Amendment

The first resolution proposes to alter the company's Articles of Association by inserting a new clause that exempts the Managing Director from retirement by rotation. The Board of Directors believes that continuity in executive leadership is crucial for maintaining stability, efficiency, and effective management oversight, considering the company's scale of operations and long-term strategic requirements.

The proposed amendment will ensure that the Managing Director shall not be subject to retirement by rotation during the currency of his appointment, allowing for uninterrupted leadership and strategic execution.

Related Party Transaction for Asset Sale

The second resolution seeks approval for a material related party transaction involving the sale of the company's manufacturing facility to Paramount Kum Kum Private Limited (PKPL). The transaction details are as follows:

The company has stated that the manufacturing asset is no longer required for its present and future operations as it focuses primarily on selling and distribution activities. The disposal will enable the company to unlock value, reduce maintenance and operational overheads, improve financial flexibility, and strengthen its liquidity position.

The Audit Committee has reviewed the proposed transaction and confirmed that the terms are at arm's length, in the ordinary course of business, and that the valuation is fair and reasonable based on prevailing market conditions.

Property Sale Authorization

The third resolution requests shareholder approval for the sale of immovable property located at 902/1/A, Pardi Umersadi road, near station, Umersadi, Pardi 396125. The property sale parameters include:

Voting and Participation Details

The company has established the following schedule and procedures for the EGM:

Members whose names appear in the Register of Members or list of Beneficial Owners as on the cut-off date will be entitled to vote on the resolutions. The company has appointed M/s Brajesh Gupta & Co., Company Secretaries, as the Scrutinizer to oversee the e-voting process.

Given the virtual nature of the meeting, the facility for appointment of proxies is not available. However, corporate members may appoint authorized representatives to attend and vote through the e-voting system. The company will provide e-voting facilities through Central Depository Services (India) Limited (CDSL) for both remote voting and voting during the meeting.

Paramount Cosmetics (India) Limited has announced that shareholders have rejected all three special resolutions proposed in the postal ballot conducted through remote e-voting. The company informed BSE Limited on January 16, 2026, that members have not accorded their approval to any of the resolutions set out in the postal ballot notice dated December 12, 2025.

Scrutinizer's Report and Process

Mr. Brajesh Gupta of Brajesh Gupta & Co., appointed as scrutinizer on December 5, 2025, submitted his comprehensive report on January 15, 2026, confirming that all resolutions were deemed rejected due to insufficient majority. The scrutinizer was appointed pursuant to Section 108 and 110 of the Companies Act, 2013, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The remote e-voting process commenced at 9:00 a.m. on December 15, 2025, and concluded at 5:00 p.m. on January 13, 2026. The voting portal was managed by Central Depository Services Limited (CDSL) with Electronic Voting Sequence Number "251212003".

Voting Results Summary

All three special resolutions failed to achieve the required 75% majority despite receiving 70.85% votes in favor. The voting pattern remained identical across all resolutions, with only public non-institutional shareholders participating in the voting process.

Detailed Resolution-wise Results

The scrutinizer's report provided comprehensive voting details for each resolution:

Rejected Resolutions

The three special resolutions that were rejected include:

Resolution 1: Alteration of Articles of Association to insert a clause exempting the Managing Director from retirement by rotation. This resolution aimed to provide continuity in leadership by exempting the managing director from the standard retirement rotation process.

Resolution 2: Approval for sale of fixed assets to Paramount Kum Kum Pvt. Ltd. This proposal involved the disposal of company assets to a related entity, requiring shareholder approval due to potential conflicts of interest.

Resolution 3: Approval under Section 180(1)(A) for sale of immovable property. This resolution sought authorization for the company to sell real estate assets, which requires specific shareholder consent under company law provisions.

Key Observations

A significant aspect of the voting outcome was the complete non-participation of the promoter and promoter group, who hold 3,630,740 shares representing approximately 74.78% of the total shareholding. All three resolutions were identified as matters where the promoter group had interests, yet they abstained from voting entirely.

The overall voter turnout was notably low at 2.71% of total outstanding shares, with only 131,396 votes cast out of 4,855,000 eligible shares. The scrutinizer confirmed that no invalid votes were recorded, and the voting process was conducted in accordance with the Companies Act, 2013, and SEBI regulations. The votes were unblocked from the CDSL website on January 13, 2026, at 17:19 P.M., and all records remain in the scrutinizer's custody until the Chairman approves the minutes.