Meeting Details

This is a Postal Ballot process without a physical meeting. The e-voting period commences on Thursday, June 25, 2026, at 09:00 a.m. IST and concludes on Friday, July 24, 2026, at 05:00 p.m. IST. The cut-off date for determining shareholder eligibility is Friday, June 19, 2026.

Proposed Resolutions and Implications

Resolution 1: Appointment of Shri Saurabh Shukla as Executive Director – Critical Operations (Vertical 1)

  • DIN: 10273439
  • Appointment for 5 years or until attainment of age 65 (whichever earlier), effective from joining date (September 4, 2026 to September 3, 2031)
  • Designated as Key Management Personnel under SECC Regulations
  • Fixed term, not liable to retire by rotation

Resolution 2: Appointment of Shri Gopalan S. Raghavan as Executive Director – Regulatory, Compliance, Risk Management and Investor Grievances (Vertical 2)

  • DIN: 01307378
  • Appointment for 5 years or until attainment of age 65 (whichever earlier), effective from June 18, 2026 to May 18, 2030
  • Designated as Key Management Personnel under SECC Regulations
  • Fixed term, not liable to retire by rotation

Voting Process and Methods

The Company has engaged Central Depository Services (India) Limited (CDSL) to provide e-voting facilities. Voting rights are proportional to shareholders' paid-up equity share capital as on the cut-off date (June 19, 2026).

Individual shareholders holding securities in demat mode can vote through their demat accounts with CDSL or NSDL. Shareholders holding physical shares or non-individual shareholders must use the www.evotingindia.com platform.

Key Appointment Terms and Compensation

Remuneration Structure (Common to Both Appointees):

  • Fixed Pay: ₹2,58,75,000 per annum (75% of total)
  • Variable Pay: ₹86,25,000 per annum (25% of total)
  • Total Pay: ₹3,45,00,000 per annum

Additional Benefits:

  • Leave encashment, lunch subsidy, club memberships, personal accident insurance, life insurance
  • Medical insurance, provident fund, gratuity as per company policy
  • No ESOPs/equity linked instruments
  • No sitting fees for directorships

Performance Appraisal Framework:

  • Annual increases limited to 15% of previous year's total pay
  • Variable pay performance-linked with 50% deferred for 3 years
  • Maximum variable payout capped at 120% of target
  • Subject to malus and clawback provisions

Scrutinizer Appointment

The Company has appointed Mr. Bharat Upadhyay (FCS 5436/CP 4457) or alternatively Mr. Bhaskar Upadhyay (FCS 8663/CP 9625), Partners of M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, as Scrutinizer for conducting the postal ballot process.

Compliance Statements

The document confirms compliance with Sections 108 and 110 of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard – 2 on General Meetings, SECC Regulations, SEBI LODR Regulations, and MCA General Circular No. 03/2025 dated September 22, 2025.

Additional Information

The notice is being sent only electronically to members whose email IDs were registered with the Company's RTA (KFin Technologies Limited) or depositories as on the cut-off date. Trading members or their associates and agents are not eligible to vote on these resolutions pursuant to Regulation 2(ka) of the SECC Regulations. The results will be intimated to the National Stock Exchange of India Limited within prescribed timelines and made available on www.nseindia.com, www.bseindia.com, and www.evotingindia.com.