Aakaar Medical seeks approval for ₹50 lakh director role

Aakaar Medical Technologies Limited is seeking shareholder approval to appoint Abhash Dilip Meswani as whole-time director and key managerial personnel for five years from 1 November 2026. The proposed remuneration is ₹50 lakh a year, with a performance incentive of up to 10% of net profit if earnings before interest, tax, depreciation and amortisation exceed ₹15 crore.

What appointment are Aakaar Medical shareholders being asked to approve?

Aakaar Medical shareholders are being asked to approve Abhash Meswani’s appointment as a director liable to retire by rotation and, separately, as whole-time director and key managerial personnel for five years beginning 1 November 2026. The board considered and recommended both proposals at its 30 October 2026 meeting, subject to member approval and other approvals required under the Companies Act, 2013.

The executive appointment also identifies Abhash Meswani as vice president of Xelix, with overall charge of the Xelix business. Aakaar Medical says the board will assign his responsibilities from time to time, subject to the Companies Act, its articles of association and applicable company policies.

Abhash Meswani is the son of Dilip Meswani, Aakaar Medical’s founder and managing director, and Bindi Meswani, its non-executive director and chairperson. He holds 354,900 equity shares of ₹10 each, representing 2.5% of paid-up capital, and the company identifies the proposed appointment and pay as a related-party transaction.

How is the ₹50 lakh remuneration package structured?

Aakaar Medical proposes remuneration of ₹50 lakh a year, payable in monthly instalments and subject to deductions and statutory requirements. The filing gives a monthly equivalent of approximately ₹4.17 lakh and lists basic salary, house rent allowance, conveyance and gratuity as the principal fixed components.

The terms also provide club fees for up to two clubs, personal accident insurance premiums not exceeding ₹10,000 a year, and mobile phone and internet facilities at residence for company business. They include medical expenses in India and abroad, although the disclosed text does not specify a monetary limit, and provide 24 days of paid leave for every 12 months of service or part of that period.

Aakaar Medical disclosed Abhash Meswani’s last drawn remuneration as US$154,000, approximately ₹1.46 crore a year, compared with the proposed ₹50 lakh package. The company describes the arrangement as being at arm’s length and says his salary slips and appointment documents are available for inspection.

What incentive and salary increase could Abhash Meswani receive?

Aakaar Medical’s proposed terms allow a performance incentive of up to 10% of company net profit if earnings before interest, tax, depreciation and amortisation, or EBITDA, exceed ₹15 crore. The filing says EBITDA for this trigger would be calculated before deducting the performance incentive, but it does not estimate the potential incentive in rupees.

The board or its nomination and remuneration committee may approve an annual increment of up to 50% of basic salary. Since the disclosed annual basic salary is ₹26.79158 lakh, the increment mechanism applies to that component rather than to the full ₹50 lakh package.

The filing says an increment may be approved notwithstanding the limits under Sections 197 and 198 and Schedule V of the Companies Act in a no-profit or inadequate-profit situation, subject to applicable approvals. The employment terms also specify a three-month notice period for either side, a confidentiality agreement and a non-compete provision lasting 12 months after departure.

How does the proposed pay compare with Aakaar Medical’s reported figures?

The proposed ₹50 lakh annual remuneration is approximately 0.75% of Aakaar Medical’s reported annual consolidated turnover of ₹66.96 crore for the immediately preceding financial year, before any applicable aggregation. The company also reported profit of ₹9.19 crore, while stating that this figure alone cannot establish compliance with statutory remuneration limits.

The proposed ₹50 lakh pay is below the disclosed ₹1 crore annual remuneration of one existing executive director but above the ₹27 lakh paid to the other. Aakaar Medical says it will determine net profit under Section 198 and calculate overall and individual limits under Section 197 after considering remuneration of relevant directors and managerial personnel.

If the proposed remuneration exceeds applicable limits, Aakaar Medical has requested a special resolution for payment as minimum remuneration notwithstanding Sections 197 and 198. Separately, the related-party appointment under Section 188(1)(f) and Regulation 23 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations is presented for member approval as an ordinary resolution.

Why does the appointment need related-party approval?

The appointment needs member consideration because Abhash Meswani is related to two Aakaar Medical directors and the ₹50 lakh annual remuneration exceeds the prescribed threshold for appointment of a related party to an office or place of profit under Section 188(1)(f). Aakaar Medical says he will not draw remuneration pending member approval through the postal ballot.

The audit committee and board approved the proposal on 30 October 2026. Aakaar Medical says the arrangement is in the ordinary course of business and at arm’s length, while seeking shareholder approval because the proposed appointee is related to two board members.

The filing describes the transaction as material under the Securities and Exchange Board of India listing regulations and says its final value will include remuneration, perquisites, benefits and other applicable amounts. It also says related parties will not vote on the Item No. 2 resolution where restrictions apply, and that excluded votes will be identified before the voting facility opens.

Abhash Meswani is directly interested in the resolution, while Dilip Meswani and Bindi Meswani may be deemed interested because of their relationship with him and his proposed position. Aakaar Medical says other directors and key managerial personnel are not interested in the resolutions.

Conclusion

Aakaar Medical’s proposal combines a five-year whole-time director appointment with ₹50 lakh in annual remuneration, a possible profit-linked incentive and potential annual increases in basic salary. The appointment is a related-party matter because Abhash Meswani is the son of the founder and managing director and the non-executive director and chairperson, while he would also lead the Xelix business as vice president.

The next disclosed step is the shareholder postal-ballot vote following audit committee and board approvals on 30 October 2026. If approved, the term starts on 1 November 2026; matters to watch include the final transaction value after perquisites, the Section 198 net-profit calculation and whether EBITDA crosses the ₹15 crore incentive trigger.