Tilaknagar Industries has announced a postal ballot notice seeking member approval for three special resolutions through remote e-voting process. The notice, dated November 13, 2025, outlines key corporate governance and employee benefit initiatives that require shareholder consent.

Key Resolutions for Member Approval

The postal ballot covers three critical business matters that will shape the company's governance structure and employee compensation framework:

Director Appointment Details

Mr. Jenamejayan Kamalam Shivan, aged 65, brings extensive banking and financial sector experience to the board. His appointment as Additional Director took effect from November 13, 2025, subject to member approval within three months. Shivan previously served as MD & CEO of Dhanalaxmi Bank until June 2024 and retired as Chief General Manager from State Bank of India's Stressed Assets Vertical in May 2020, where he managed stressed assets exceeding ₹90,000.00 crores.

The proposed independent director holds an MBA from Cochin University of Science and Technology and a BSc in Agriculture. His international experience includes serving as CEO of SBI's London Branch and working in New York and The Bahamas.

ESOP Scheme 2025 Framework

The company proposes implementing a comprehensive employee stock option scheme with the following specifications:

The scheme aims to attract, retain, and reward employees while creating ownership participation. Eligible participants include employees working in India or outside India, whole-time and non-executive directors (excluding promoters, promoter group members, and independent directors).

E-Voting Process and Timeline

The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate remote e-voting for members whose names appear in the Register of Members as of the cut-off date of January 2, 2026.

The postal ballot notice is being sent electronically to members with registered email addresses. Physical copies are not being distributed in compliance with Ministry of Corporate Affairs circulars. Members can access the notice on the company's website at www.tilind.com and on stock exchange websites.

Scrutinizer and Compliance

Advocate R. T. Rajguroo has been appointed as scrutinizer to ensure fair and transparent conduct of the postal ballot process. The scrutinizer will submit the report to the Chairman or authorized personnel, and results will be displayed on the company's website and CDSL's platform at www.evotingindia.com .

The resolutions require special resolution approval and, if passed by requisite majority, will be deemed effective from the last voting date of February 9, 2026. The company has confirmed compliance with all regulatory requirements under the Companies Act, 2013, and SEBI regulations.

Source: Tilaknagar Industries Ltd postal ballot notice

Tilaknagar Industries Ltd has announced a postal ballot notice dated November 13, 2025, seeking shareholder approval for three special resolutions through remote e-voting. The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate the electronic voting process for members.

Key Resolutions for Shareholder Approval

The postal ballot covers three significant corporate actions that require special resolution approval from shareholders:

Director Appointment Details

The company proposes to appoint Mr. Jenamejayan Kamalam Shivan as Non-Executive Independent Director for a term of three consecutive years from November 13, 2025 to November 12, 2028. Mr. Shivan, aged 65 years, brings extensive banking experience as the former MD & CEO of Dhanalaxmi Bank until June 2024. He previously served as Chief General Manager at State Bank of India's Stressed Assets Vertical, handling over ₹90,000.00 crores in stressed assets across telecom, pharma, auto ancillaries, and airlines sectors.

ESOP 2025 Scheme Framework

The Tilaknagar Employee Stock Option Scheme 2025 represents a comprehensive employee incentive program designed to attract, retain, and reward qualified personnel. The scheme's key parameters include:

The scheme encompasses employees working exclusively in India or outside India, including directors (excluding promoters, promoter group members, and independent directors). Eligible participants must not hold more than 10% of outstanding equity shares directly or indirectly.

E-Voting Process and Timeline

Shareholders can participate in the remote e-voting process during the specified period. The voting timeline and key dates are structured as follows:

The company has appointed Advocate R.T. Rajguroo as scrutinizer to conduct the postal ballot process transparently. Only members whose names appear in the Register of Members as of the cut-off date are entitled to vote.

Scheme Extension to Group Companies

The third resolution seeks approval to extend ESOP 2025 benefits to employees of group companies, including subsidiaries and associate companies. This extension maintains the same 50,00,000 stock options ceiling, with allocations to group company employees being subsumed within the aggregate limit. The Board of Directors and Nomination and Remuneration Committee will determine eligibility criteria including performance, merit, grade, conduct, and length of service.

The postal ballot notice is available on the company's website at www.tilind.com and stock exchange websites. Physical copies are not being distributed in compliance with Ministry of Corporate Affairs circulars, with communication occurring exclusively through electronic means.

Source: Tilaknagar Industries Ltd