According to the postal ballot notice, Transcorp International Limited proposes to re-appoint Mr. Ayan Agarwal as Chief Executive Officer (Payment Systems) with significantly revised compensation terms. The monthly CTC will increase from ₹5,29,123 to ₹6,79,029, representing a 28.30% increase. The new structure includes a basic salary of ₹3,75,000 and house rent allowance of ₹1,50,000. Mr. Agarwal, son of promoter and director Mr. Ashok Kumar Agarwal, will also receive 8% of Profit Before Tax per annum, subject to a minimum of ₹25 lakh annually for three years effective October 1, 2025.
As reported in the postal ballot notice, the revised compensation package includes comprehensive benefits with provident fund contributions of ₹45,000 monthly, gratuity provisions of ₹18,029, and group insurance premium of ₹1,000. Additional allowances include Leave Travel Allowance of ₹25,000 and driver reimbursement of ₹25,000. The appointment term extends from October 1, 2025, to September 30, 2028, with annual increments up to 15% based on performance.
According to the company's announcement, the second resolution addresses modification of the Employee Stock Option Plan-2017 by removing Clause 14.4, which currently imposes a one-year lock-in period on shares allotted upon exercise of stock options. The Nomination and Remuneration Committee and Board of Directors approved this amendment on December 16, 2025, and December 18, 2025, respectively. This change aligns the company's ESOP policy with current SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, which do not mandate such lock-in requirements.
As detailed in the postal ballot notice, shareholders can participate through a structured timeline with the cut-off date set for December 27, 2025. E-voting commences on January 9, 2026 at 9:00 AM IST and concludes on February 7, 2026 at 5:00 PM IST. Results will be announced by February 9, 2026 at 5:00 PM IST. The company has appointed Mr. Anand Prakash Jain, Chartered Accountant, as the scrutinizer for conducting the e-voting process through the NSDL e-voting platform.
According to the company's disclosure, both resolutions demonstrate compliance with regulatory requirements, with the CEO re-appointment following provisions under Section 188(1)(f) of the Companies Act, 2013, which requires shareholder approval for related party appointments exceeding specified remuneration thresholds. Shareholders can access the complete postal ballot notice and related documents on the company's website at www.transcorpint.com, BSE website, and NSDL's e-voting portal for detailed review before casting their votes.