Sterling Tools Limited has announced a postal ballot notice for seeking shareholder approval on the re-appointment of its key executive directors. The company issued the notice on February 24, 2026, in compliance with regulatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Proposed Director Re-appointments

The postal ballot seeks approval for two special resolutions concerning the re-appointment of the company's senior leadership. Both appointments are proposed for five-year terms with specific remuneration structures.

Remuneration Structure

The proposed remuneration packages for both directors include comprehensive compensation components designed to align with industry standards and company performance.

Mr. Anil Aggarwal - Chairman cum Whole Time Director

The remuneration structure includes a basic salary of ₹2,61,45,264 per annum with a fixed increment of 15% per annum on cumulative basis. Additionally, perquisites and allowances of ₹12,00,000 per annum with similar increment structure are proposed. The package also includes commission at 1% of net profits as computed under Section 198 of the Companies Act, 2013.

Mr. Atul Aggarwal - Managing Director

For the Managing Director position, the proposed basic salary stands at ₹2,51,64,288 per annum with 15% annual cumulative increments. Similar to the Chairman's package, perquisites and allowances of ₹12,00,000 per annum with matching increment structure are included, along with 1% commission on net profits.

E-voting Process and Timeline

The company has engaged National Securities Depositories Limited (NSDL) to facilitate the remote e-voting process for shareholders.

Regulatory Compliance and Justification

The re-appointments are being sought under various provisions of the Companies Act, 2013, and SEBI regulations. The proposed remuneration may exceed the statutory limits of 11% of net profits, requiring special resolution approval from shareholders. The company's board, based on recommendations from the Nomination and Remuneration Committee, has justified the appointments considering the directors' significant contributions to business operations, financial performance, and sustained growth.

Director Profiles and Experience

Mr. Anil Aggarwal brings 47 years of extensive experience in manufacturing, project management, and business relationship development. He has been instrumental in building relationships with leading Original Equipment Manufacturers and overseeing strategic planning across the group. Mr. Atul Aggarwal contributes over 30 years of multifaceted experience in business strategy, finance, and manufacturing operations, holding an MBA from the University of North Carolina at Chapel Hill.

Company Performance Context

The postal ballot notice includes the company's financial performance data, showing total income of ₹61,369.48 lacs and net profit after tax of ₹3,880.61 lacs for the recent financial year. The company has been in commercial production since 1979, specializing in manufacturing cold forged, high tensile fasteners for the automobile and auto-ancillaries sector.

Sterling Tools Limited has announced its Q3FY26 financial performance showing mixed results with EBITDA declining year-over-year while margins improved. The company reported EBITDA of ₹226M compared to ₹268M in the corresponding quarter of the previous year, though EBITDA margin expanded to 10.96% from 10.28%.

Q3FY26 Financial Performance

The company's third quarter performance for the period ended December 31, 2025, presents contrasting metrics across different financial parameters. While EBITDA showed a decline, the improvement in EBITDA margin indicates better operational efficiency.

The standalone operations demonstrated robust growth with revenue from operations increasing by 17.53% and net profit growing by 14.32%. However, consolidated results showed revenue declining from ₹2.6 billion to ₹2.06 billion, with net profit dropping significantly from ₹136 million to ₹16 million.

Leadership Continuity and Governance

The Board of Directors approved significant leadership re-appointments during their meeting held on February 3, 2026. Both key executive positions have been recommended for five-year extensions subject to shareholder approval.

ESOP Implementation and Capital Structure

The company implemented its Employee Stock Options Plan with the allotment of 1,60,108 equity shares. This strategic move increased the paid-up share capital and demonstrates the company's commitment to employee participation in growth.

The nine-month standalone performance showed revenue from operations of ₹51,139.81 lakhs compared to ₹48,142.27 lakhs previously, with net profit reaching ₹4,035.16 lakhs against ₹3,160.81 lakhs in the corresponding period. The company also reconstituted its Corporate Social Responsibility Committee effective February 4, 2026, with enhanced governance structure.