Key Quantitative Figures

  • Proposed fixed annual remuneration: ₹3,50,00,000 (Three Crore Fifty Lakhs)
  • Variable pay structure: ₹75,00,000 for Performance Rating 5, ₹60,00,000 for Rating 4, ₹50,00,000 for Rating 3
  • ESOP grant: Up to 30,00,000 equity shares at exercise price of ₹2 per share
  • Current shareholding of Mr. Vijay Nehra: 30,000 equity shares

Financial Performance (Standalone)

  • FY 2025-26: Sales ₹2,058 Cr, PBT ₹-1 Cr, PAT ₹5 Cr, Basic EPS ₹0.03
  • FY 2024-25: Sales ₹1,961 Cr, PBT ₹21 Cr, PAT ₹76 Cr, Basic EPS ₹0.5
  • FY 2023-24: Sales ₹1,633 Cr, PBT ₹231 Cr, PAT ₹203 Cr, Basic EPS ₹2.07

Financial Performance (Consolidated)

  • FY 2025-26: Sales ₹2,058 Cr, PBT ₹2 Cr, PAT ₹8 Cr, Basic EPS ₹0.5
  • FY 2024-25: Sales ₹1,961 Cr, PBT ₹13 Cr, PAT ₹65 Cr, Basic EPS ₹0.43
  • FY 2023-24: Sales ₹13,188 Cr, PBT ₹164 Cr, PAT ₹140 Cr, Basic EPS ₹1.52

Dates of Action

  • Cut-off date for voting eligibility: October 16, 2026
  • Remote e-voting period: October 24, 2026 (9:00 AM IST) to November 22, 2026 (5:00 PM IST)
  • Results announcement: On or before November 22, 2026
  • Mr. Nehra's initial appointment: October 1, 2026 as Additional Director
  • MD & CEO tenure: January 1, 2027 to December 31, 2031
  • Remuneration approval period: October 1, 2026 to September 30, 2029

Parties Involved

  • Appointee: Mr. Vijay Nehra (DIN: 07171885)
  • Scrutinizer: Mr. Dhrumil Shah of Dhrumil M Shah & Co. LLP
  • E-voting service provider: NSDL
  • Registrar & Share Transfer Agent: MUFG Intime India Private Limited

Appointment Details

Mr. Vijay Nehra was appointed as Additional Director (Executive, Non-Independent) effective October 1, 2026. He currently serves as Chief Transformation Officer & MD Designate until December 31, 2026. The shareholder approval seeks:

1. Regularization of his appointment as Director

2. Approval of remuneration for October 1, 2026 to December 31, 2026 period

3. Appointment as Managing Director & CEO for five years from January 1, 2027 to December 31, 2031

Remuneration Structure

  • Basic Salary and Other Components: ₹3.5 crore per annum
  • Annual increments effective April 1 each year based on performance
  • Variable pay linked to performance ratings as specified
  • Eligibility for gratuity, provident fund, and other benefits as per company policy
  • ESOP grant of up to 30 lakh shares at ₹2 exercise price, vesting over 4 years in equal annual tranches
  • No sitting fees for board or committee meetings

Voting Procedure

The company has engaged NSDL for remote e-voting facility. Voting is available only through electronic means with detailed instructions provided for:

  • Individual shareholders holding securities in demat mode (NSDL and CDSL)
  • Other shareholders including those holding physical shares

Background of Appointee

Mr. Vijay Nehra (Age: 52 years) holds a Post Graduate Programme in Management from Indian School of Business, Hyderabad. His previous experience includes:

  • CEO of Ozone Pharmaceuticals Group
  • COO of RattanIndia Enterprises Limited
  • Senior positions with Indiabulls Group
  • Background as Merchant Ship Captain/Master Mariner

Financial Impact

The remuneration package is structured within the provisions of Schedule V of the Companies Act, 2013. In case of inadequate profits, the remuneration will be paid as minimum remuneration subject to Schedule V provisions.