Date: 26th June 2026

Board Meeting Outcomes

  • The addendum provides a revised explanatory statement for Item No. 5 of the AGM notice, which relates to the revision in remuneration payable to Non-Executive Directors by way of commission.
  • The original AGM Notice was dated May 4, 2026, and dispatched to members on June 15, 2026.
  • The 38th Annual General Meeting is scheduled to be held on Tuesday, July 7, 2026, at 4:30 PM (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

KMP / Board / Auditor Changes

  • Not Specified

Dividend Declaration or Non-Declaration

  • Not Specified

Financial Results (Standalone & Consolidated)

  • Not Specified

Auditor’s Report

  • Not Specified

Disinvestment / Strategic Actions

  • Not Specified

Other Operational / Legal / Strategic Disclosures

Revision in Non-Executive Director Remuneration:

  • The Company had previously obtained shareholder approval on August 7, 2023, for payment of remuneration to Non-Executive Directors not exceeding 1% per annum of net profits.
  • The current proposal seeks to revise/increase the remuneration within this existing 1% cap, citing that the present remuneration was fixed three years ago.
  • The revision is justified based on the directors' roles, responsibilities, increased involvement in Board and Committee activities, and industry practices.
  • A detailed benchmark study was conducted and presented to the Nomination and Remuneration Committee (NRC), which recommended the proposal.
  • The Board has approved the proposal and recommends an Ordinary Resolution for member approval.

Specific Revised Remuneration Details:

  • Mr. Dinesh Kumar Mehrotra (Non-Independent Chairman): ₹40 lakhs
  • Mrs. Vijayalakshmi Rajaram Iyer (Independent Director): ₹36 lakhs
  • Mr. N V Sivakumar (Independent Director): ₹36 lakhs
  • Mr. Pravin Rao (Independent Director): ₹36 lakhs
  • Mr. S K Mohanty (Independent Director): ₹36 lakhs

Validity and Terms:

  • The proposed remuneration will be valid for the directors until the expiry of their existing term.
  • The approval will remain valid for a maximum of five years, after which it will be placed before shareholders again.
  • The company may seek shareholder approval to vary the remuneration before the expiry of the five-year term.
  • For any new director appointments, shareholder approval specifying the applicable remuneration will be obtained separately.

Interested Parties:

  • Except the Managing Director, Key Managerial Personnel, and their relatives, all Non-Executive/Non-Independent/Independent Directors and their relatives are deemed interested in this resolution to the extent of the remuneration they may receive.