Wakefit Innovations Limited Announces Postal Ballot Results and Regulatory Disclosures
Wakefit Innovations Limited completed its postal ballot process with mixed results, approving 4 out of 6 resolutions including share capital reclassification from mixed equity-preference structure to equity-only structure worth ₹53.93 crore, and upside arrangement under Shareholders' Agreement. The company has made necessary regulatory disclosures under Regulation 30 to stock exchanges for all approved matters.

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Wakefit Innovations Limited has announced the results of its postal ballot conducted through remote e-voting under Regulation 44 of the SEBI Listing Regulations, revealing mixed outcomes for the six resolutions presented to shareholders. The voting process concluded on January 18, 2026, with four resolutions approved while two were rejected by the company's members. Following the postal ballot results, the company has made regulatory disclosures under Regulation 30 to BSE and NSE regarding the approved matters.
Postal Ballot Process and Regulatory Compliance
The remote e-voting process commenced at 9:00 a.m. (IST) on December 20, 2025, and concluded at 5:00 p.m. (IST) on January 18, 2026. The company conducted the postal ballot in accordance with Section 110 of the Companies Act, 2013, and SEBI Listing Regulations, with CS Biswajit Ghosh of BMP & Co. LLP serving as the scrutinizer.
| Parameter: | Details |
|---|---|
| Total Shareholders on Record Date: | 53,322 |
| E-voting Period: | December 20, 2025 to January 18, 2026 |
| Cut-off Date: | December 17, 2025 |
| Scrutinizer: | BMP & Co. LLP |
| E-voting Service Provider: | NSDL |
Resolution Results Summary
The voting results demonstrated varying levels of shareholder support across the six proposed resolutions. Four resolutions achieved the requisite majority for approval, while two failed to secure sufficient support for special resolutions.
| Resolution: | Type | Approval Rate | Status |
|---|---|---|---|
| Resolution 1: Share Capital Reclassification | Ordinary | 99.9997% | Passed |
| Resolution 2: ESOP 2019 Ratification | Special | 90.5467% | Passed |
| Resolution 3: Upside Arrangement Approval | Ordinary | 84.4388% | Passed |
| Resolution 4: Director Nomination Rights | Special | 68.1567% | Rejected |
| Resolution 5: Article 102A Insertion | Special | 68.1569% | Rejected |
| Resolution 6: Article 168 Insertion | Special | 82.1937% | Passed |
Approved Resolutions and Regulatory Disclosures
Resolution 1: Share Capital Reclassification received overwhelming support with 99.9997% votes in favour. This ordinary resolution approved the reclassification of authorised share capital by converting preference shares into equity shares and consequent alteration to the Capital Clause of the Memorandum of Association. The company has disclosed this approval under Regulation 30, with the reclassification restructuring the authorised share capital to ₹53.93 crore comprising 53,92,82,000 equity shares of ₹1.00 each.
Resolution 3: Upside Arrangement Approval passed with 84.4388% support, approving Clause 20.2 of the Shareholders' Agreement dated May 13, 2025, read with its Amendment Agreement dated June 25, 2025. Under this arrangement, if specific investors achieve returns of 2.50 times or more on their Series D and D1 investments, they will pay promoters Ankit Garg and Chaitanya Ramalingegowda 30% of proceeds exceeding 30% IRR on their respective subscription amounts.
Resolution 6: Article 168 Insertion was approved with 82.1937% votes in favour, inserting Article 168 in the Articles of Association relating to the right to upside arrangement.
Capital Structure Transformation
The approved reclassification will transform the company's capital structure from a complex arrangement involving multiple series of preference shares to a simplified equity-only structure.
| Capital Structure: | Before Reclassification | After Reclassification |
|---|---|---|
| Authorised Capital: | ₹53.93 crore (mixed) | ₹53.93 crore (equity only) |
| Equity Shares: | 34,47,52,050 shares | 53,92,82,000 shares |
| Preference Shares: | Multiple series | Nil |
| Face Value: | ₹1.00 per share | ₹1.00 per share |
Shareholder Agreement and Upside Arrangement Details
The regulatory disclosure reveals that the Shareholders' Agreement, originally executed on May 13, 2025, and amended on June 25, 2025, stands terminated upon the company's listing, except for the upside arrangement clause. The arrangement involves multiple parties including Peak XV Partners Investments VI, Verlinvest S.A., Investcorp Growth Equity Fund, Investcorp Growth Opportunity Fund, Indigo Circle Advisors, and Paramark KB Fund I.
| Stakeholder Category: | Key Details |
|---|---|
| Promoters: | Ankit Garg, Chaitanya Ramalingegowda |
| Major Investors: | Peak XV Partners, Verlinvest, Investcorp |
| Agreement Date: | May 13, 2025 (amended June 25, 2025) |
| Surviving Clause: | 20.2 (Upside Arrangement) |
The mixed results reflect shareholder sentiment on various corporate governance and capital structure matters, with strong support for operational decisions but resistance to certain governance arrangements. The company has completed all necessary regulatory disclosures under Regulation 30, with information made available on its investor relations website.































