Cyient DLM Limited has successfully completed its postal ballot process, with shareholders approving all four special resolutions related to independent director appointments and re-appointments. The company announced the results on 12 January 2026, following the completion of remote e-voting that concluded on 11 January 2026.

Board Composition Changes Approved

Shareholders approved four key board changes through special resolutions:

Voting Process and Participation

The postal ballot process was conducted through remote e-voting facilitated by Kfin Technologies Limited. The voting period commenced at 9:00 AM on 13 December 2025 and concluded at 5:00 PM on 11 January 2026. Shareholders holding equity shares as of the cut-off date of 5 December 2025 were eligible to participate in the voting process.

The company has 106,385 total shareholders with 79,364,396 outstanding shares. The voting saw significant participation across different shareholder categories, with promoter and promoter group holding 41,366,502 shares, public institutions holding 23,436,739 shares, and public non-institutions holding 14,561,155 shares.

Resolution-wise Voting Results

The appointment of Dr. Ganesh Natarajan received the highest approval rate, with 98.72% of valid votes cast in favour. A total of 63,301,233 votes were polled, representing 79.76% of outstanding shares.

Shareholder Category Performance

Promoter and promoter group demonstrated unanimous support, voting 100.00% in favour of all four resolutions. Public institutional investors showed varied support levels, with strong backing for the new appointments but mixed responses to the re-appointments. Public non-institutional investors maintained consistently high approval rates across all resolutions.

The re-appointments of Dr. Vanitha Datla and Mr. Jehangir Ardeshir received lower approval rates compared to the new appointments, with public institutional investors showing significant opposition at 30.03% and 30.03% respectively.

Regulatory Compliance and Documentation

The postal ballot process was conducted in compliance with Section 108 and Section 110 of the Companies Act, 2013, along with relevant rules and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Manish Kumar Singhania, a practicing Company Secretary, served as the scrutinizer for the e-voting process.

Public notices were published in Business Standards (English) and Mana Telangana (Telugu) on 13 December 2025, informing shareholders about the completion of postal ballot notice dispatch through electronic means. The voting results and scrutinizer's report have been made available on the company's website at www.cyientdlm.com .

Cyient DLM Limited has issued a comprehensive postal ballot notice seeking shareholder approval for significant changes to its board composition. The notice, dated 26 November 2025, outlines four key director appointments that require member approval through special resolutions.

Proposed Board Appointments

The postal ballot encompasses four critical board positions that will shape the company's governance structure:

Director Profiles and Expertise

Dr. Ganesh Natarajan brings extensive entrepreneurial and leadership experience as Executive Chairman and Co-Founder of SF World and GTT Data Solutions Limited. He holds a Ph.D from IIT Bombay, has completed Advanced Management from Harvard Business School, and has successfully scaled multiple organizations including APTECH and Zensar. He currently serves as Chairman of Honeywell Automation India and holds board positions across several listed entities.

Mr. Giridhar Aramane, a retired Indian Administrative Service officer, served as Defence Secretary from November 2022 to October 2024 and previously as Secretary in the Ministry of Road Transport & Highways. He holds B.Tech in Civil Engineering from JNTU Hyderabad and M.Tech from IIT Madras, with over three decades of administrative experience across various government portfolios.

E-voting Process and Timeline

The company has engaged KFin Technologies Limited to facilitate the remote e-voting process. The voting timeline has been structured as follows:

Shareholders whose names appear in the Register of Members or Register of Beneficial Owners as of the cut-off date will be eligible to participate in the voting process. The postal ballot notice is being sent electronically to all members whose email addresses are registered with the company, depositories, or the registrar and transfer agent.

Regulatory Compliance and Governance

The appointments comply with provisions of Sections 149, 150, 152, 160, and 161 of the Companies Act 2013, along with SEBI Listing Regulations. All proposed directors have submitted declarations confirming they meet independence criteria under Section 149(6) of the Companies Act and Regulation 16(1)(b) of SEBI Listing Regulations. Mr. Manish Kumar Singhania, Practicing Company Secretary, has been appointed as scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Strategic Implications

The board restructuring reflects the company's commitment to strengthening its governance framework with experienced independent directors. Dr. Datla and Mr. Ardeshir's re-appointments for second terms indicate satisfaction with their contributions during their initial three-year tenure. The addition of Dr. Natarajan and Mr. Aramane brings complementary expertise in technology entrepreneurship and administrative leadership respectively, positioning the board to guide the company's strategic initiatives effectively.