Kindly find enclosed the Postal Ballot Notice
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Vandan Foods Ltd has issued a Postal Ballot Notice dated February 25, 2026 seeking shareholder approval for a single special resolution: the appointment of Mr. Rakeshkumar Rameshbhai Patel (DIN: 10141844) as Managing Director for 5 years effective February 12, 2026, along with his proposed remuneration. Mr. Rakeshkumar Rameshbhai Patel, the founder and promoter of the company, currently holds 11.54% of the paid-up equity (9,68,000 shares), and is being redesignated from Non-Executive Director and Chairman to Managing Director; he stepped down as Chairman on February 11, 2026. His remuneration is capped at Rs. 1.2 crore per annum for the first three years, with provisions for minimum remuneration even in case of inadequate profits. The resolution is also being treated as a related party transaction under Section 188 of the Companies Act, 2013. Remote e-voting runs from February 26, 2026 to March 27, 2026, with results expected by March 29, 2026. For context, the company's standalone FY25 revenue rose to Rs. 108.2 crore from Rs. 48.7 crore, with PAT of Rs. 6.9 crore.
Shareholders are being asked to back the founder-promoter's elevation from non-executive chairman to executive Managing Director with a capped Rs. 1.2 crore annual pay, which formalises his executive role and concentrates operational control in the founding Patel family; the outcome could be seen as positive if it drives growth but may raise governance concerns about family-led management and related-party remuneration.