Meeting Details

This is a Postal Ballot process without a physical meeting. The voting is conducted through remote e-voting facility provided by Central Depository Services (India) Limited. The cut-off date for determining voting eligibility is Friday, 17 July 2026.

Proposed Resolution and Implications

The single ordinary resolution proposes the appointment of Mr. Saugata Basuray (DIN: 09522239) as Managing Director with effect from 1 June 2026 for a term of 5 consecutive years ending on 31 May 2031. The appointment is not liable to retire by rotation.

Mr. Basuray was previously appointed as Whole-time Director on 1 April 2022 and was re-designated as Whole-time Director and Interim Chief Executive Officer effective 1 January 2026 following the resignation of the previous Managing Director. The Board recommends his appointment based on his 26 years of experience with the company, proven leadership during the transition period, and successful expansion of Castrol's distribution network in rural India.

Voting Process and Methods

The Company has engaged Central Depository Services (India) Limited for providing remote e-voting facility. The e-voting commences on Friday, 24 July 2026 from 9:00 A.M. IST and ends on Saturday, 22 August 2026 at 5:00 P.M. IST. The notice is being sent only by electronic mode to shareholders whose email addresses are registered with the Company/Depositories as of the cut-off date.

Key Voting Timeline

  • Cut-off date for E-voting: 17 July 2026
  • E-voting starts: 24 July 2026
  • E-voting ends: 22 August 2026
  • Results declaration: On or before 25 August 2026

Scrutinizer Appointment

The Board of Directors has appointed Mr. K. G. Saraf, Proprietor of M/s. Saraf and Associates, Company Secretaries (COP No. 642), as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairperson or Whole-time Director & CFO or any Key Managerial Personnel after completion of scrutiny.

Remuneration Details

The proposed remuneration package for Mr. Basuray includes:

  • Basic Salary: Scale of ₹12,500,000 to ₹22,500,000 per annum
  • Other Fixed Allowances: Scale of ₹12,500,000 to ₹22,500,000 per annum
  • Total Fixed Pay: Scale of ₹25,000,000 to ₹45,000,000 per annum
  • City Compensatory Allowance: Scale of ₹2,430,000 per annum
  • Annual Cash Bonus: Target at 55% of Total Fixed Pay
  • Equity incentives through bp p.l.c. stock options equivalent to 95% of Total Fixed Pay
  • Total Gross annual remuneration: Scale of ₹72,000,000 to ₹125,000,000 per annum

Compliance with Laws and Regulations

The notice confirms compliance with Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, MCA Circulars including General Circular No. 14/2020, 17/2020, 09/2024 and 03/2025, Secretarial Standard-2 on General Meetings, and Regulation 44 of SEBI Listing Regulations.

Additional Information

Mr. Basuray holds 400 equity shares in Castrol India Limited and drew remuneration of ₹3.92 Crore for the year 2025. He serves as Additional (Nominee) Director of TVS Automobile Solutions Private Limited and holds committee positions in Castrol India Limited as Chairperson of Risk Management Committee, and Member of Corporate Social Responsibility Committee and Stakeholders' Relationship Committee.

The notice is available on the Company's website at https://www.castrol.com/en_in/india/home/investors/general-meeting.html and on the websites of BSE and NSE.