Meeting Details

The approval is being sought through postal ballot with remote e-voting only, without a physical meeting. The voting period commences on Wednesday, October 28, 2026, at 09:00 AM IST and ends on Thursday, November 26, 2026, at 05:00 PM IST.

Proposed Resolution and Implications

The single ordinary resolution proposes the appointment of Mr. R.S. Subramanian as Managing Director for the period from November 30, 2026, to May 25, 2030. The resolution includes approval for his remuneration terms and authorizes the Board to implement the appointment.

Key Terms of Appointment:

  • Basic Salary: ₹16.88 lakh per month
  • House Rent Allowance: ₹0.88 lakh per month
  • Additional benefits: Provident Fund, NPS contributions, gratuity, company car with chauffeur, group insurance, telephone reimbursement, and performance-linked incentives
  • Severance terms: Six months' notice or payment in lieu thereof

Voting Process

The Company has engaged NSDL (National Securities Depository Limited) to provide the e-voting facility. Voting is restricted to electronic means only, with no physical ballot forms being distributed.

Eligibility:

  • Members holding shares as of the cut-off date Friday, October 16, 2026
  • Voting rights proportional to shareholding as of the cut-off date

Communication Method:

  • Notice sent only by email to members with registered email addresses
  • No physical copies distributed to any members
  • Notice available on company website (www.bluedart.com) and NSDL website (www.evoting.nsdl.com)

Scrutinizer Appointment

The Board has appointed Mr. Vaibhav Dandawate (Certificate of Practice No. 27947), failing him, Ms. Deepti Kulkarni (Certificate of Practice No. 22502), Partners of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, as Scrutinizer to conduct the postal ballot and e-voting process.

Timeline for Results Declaration

The results of the postal ballot (through e-voting) will be announced to the stock exchanges on or before Saturday, November 28, 2026, at 05:00 PM IST. The results will be placed on the company website along with the Scrutinizer's report and displayed on the notice board at the registered office.

Background Context

The appointment follows the early retirement request of current Managing Director Mr. Balfour Manuel (DIN: 08416666), effective November 29, 2026. Mr. Manuel will transition to a Senior Strategic Advisor role until May 15, 2027.

Director Profile

Mr. R.S. Subramanian (age 61) is currently SVP for South Asia and Managing Director of DHL Express India, with over 30 years of experience in logistics and FMCG sectors. He holds a graduate degree in Industrial Engineering and a Master's in Management from IIM Bangalore. He has been a Non-Executive Director of Blue Dart since March 27, 2019, and currently chairs the Stakeholders Relationship Committee.

Compliance Statements

The notice is issued in compliance with:

  • Section 110 of the Companies Act, 2013
  • Rule 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circular Nos. 14/2020, 17/2020, and 03/2025
  • Secretarial Standard on General Meetings (SS-2)

Additional Information

The explanatory statement serves as a written memorandum under Section 190 of the Companies Act, 2013. The draft agreement for Mr. Subramanian's appointment is available for inspection at the registered office during working hours until November 26, 2026, or electronically upon request to investors@bluedart.com.