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.

R K Swamy Limited filed its investor presentation on Q3FY26 unaudited financial results with stock exchanges on February 13, 2026, showcasing strong quarterly performance and outlining strategic initiatives including AI integration across business operations.

Regulatory Filing and Compliance

The company submitted its investor presentation to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The presentation covers unaudited financial results for the quarter and nine months ended December 31, 2025.

Strong Financial Performance Metrics

The investor presentation highlighted robust growth across key financial parameters for both quarterly and nine-month periods.

For the nine-month period, consolidated total income reached Rs 247.50 crores compared to Rs 219.04 crores in the previous year, representing 13.00% growth.

Strategic AI Integration Initiative

The presentation emphasized the company's comprehensive approach to artificial intelligence adoption across all business disciplines. Management views AI as an efficiency enhancer rather than a threat to employment, with enterprise-level training programs underway for staff development.

A subsidiary, Hansa Cequity, is preparing to publish an Enterprise level AI application report designed as a definitive guide for clients, demonstrating the company's thought leadership in technology integration.

Market Positioning and Growth Drivers

The company outlined several key growth initiatives currently in execution phase:

Industry Consolidation Advantage

The presentation addressed ongoing mergers among international holding companies including WPP and Omnicom/IPG, noting that established Indian brands like FCB Ulka, Lintas, Mudra and VML may face integration challenges. R K Swamy positioned itself as a steady, attractive player benefiting from this industry uncertainty.

Integrated Service Model

The company emphasized its unique positioning with three major business lines under one roof: Integrated Marketing Communications, Data Analytics and MarTech, and Custom Market Research. This integrated approach provides competitive advantages in an increasingly complex marketing landscape.