Items for Shareholder Approval

Item 1: Appointment of Mr. Adegbile Adedapo Adewunmi as Director and Managing Director

  • Resolution Type: Ordinary Resolution
  • Director Identification Number (DIN): 11962843
  • Proposed Role: Managing Director (Key Managerial Personnel)
  • Appointment Tenure: Three years, from November 1, 2026, to October 31, 2029
  • Current Status: Appointed as Additional Director by the Board effective November 1, 2026, holding office until the next Annual General Meeting.
  • Approval Requirements: Requires shareholder approval and subsequent approval from the Central Government, as mandated by Section 196 of the Companies Act, 2013, read with Schedule V, due to his status as a non-resident (expatriate).

Key Terms of Appointment & Remuneration:

  • Base Salary: INR equivalent of US$332,000 per annum.
  • Annual Variable Pay (AVP): 55% of base salary, with a payout factor ranging from 0 to 2 based on the ROANA (Return on Average Net Assets) performance of Cummins Inc.
  • Long-Term Incentive: Cummins Long Term Retention Grant (LTG) not exceeding the INR equivalent of US$400,000 per grant cycle, comprising performance cash and shares.
  • Perquisites & Benefits: Includes life insurance, D&O insurance, statutory contributions (PF, Gratuity), leave encashment, voluntary retirement benefits (NPS, Superannuation), hardship allowance, house accommodation, children's education fees (for 2 children), and a company-provided vehicle with driver.
  • Consolidated Cap: The total annual remuneration, including all components, shall not exceed ₹25 crore.
  • Other Terms: Includes adherence to the Cummins Code of Conduct, clauses on intellectual property, non-competition, non-solicitation, and confidentiality.

Rationale for Appointment:

Mr. Adegbile Adedapo Adewunmi (Gbile) is described as an accomplished global executive with over two decades of experience. His appointment aims to leverage his leadership, deep knowledge of the Cummins Group, and global experience to strengthen executive leadership, enhance customer focus, drive profitable growth, support operational excellence, and execute long-term strategy for sustainable value creation.

Item 2: Approval of Additional Material Related Party Transactions (RPTs) with Cummins Inc., USA

  • Resolution Type: Ordinary Resolution
  • Related Party: Cummins Inc., USA (CMI), the holding company (owns 51% of Cummins India).
  • Nature of Proposed Transactions: categorized as 'Other RPTs,' which includes reimbursing CMI for remuneration, employment costs, and expatriate assignment expenses related to the new Managing Director, Mr. Adewunmi. It also covers availing/rendering services, reimbursements, purchase/sale/transfer of business assets/equipment, and transfer of export incentive licenses.
  • Existing Approval: Shareholders had previously approved RPTs with CMI for FY 2026-27 amounting to ₹1,548.95 crore at the AGM on August 6, 2026. This was broken down as:
  • Purchase of Goods: ₹779.09 crore
  • Sale of Goods: ₹150.46 crore
  • Other RPTs: ₹619.39 crore
  • Proposed Enhancement: Seeking an increase of ₹11.00 crore specifically for the 'Other RPTs' category, raising its cap from ₹619.39 crore to ₹630.39 crore for FY 2026-27.
  • Revised Total Cap: The overall pre-approval for material RPTs with CMI for FY 2026-27 would become ₹1,559.95 crore.
  • Transaction Value as % of Turnover: The proposed additional ₹11 crore represents 0.09% of the company's annual consolidated turnover for the preceding financial year.
  • Basis: Transactions are stated to be on an arm's length basis and in the ordinary course of business. The reimbursement to CMI for the MD's costs will be on an actual-cost basis without any mark-up.
  • Voting Restriction: As per SEBI LODR Regulations, related parties are barred from voting on this resolution.

Postal Ballot Process & Key Dates

  • Mode of Voting: Remote e-voting only, as per MCA General Circular no. 03/2025. Physical ballot forms are not being sent.
  • E-voting Service Provider: MUFG Intime India Private Limited (RTA) via its platform InstaVote.
  • Cut-off Date for Eligibility: Friday, October 30, 2026. Shareholders registered as of this date are eligible to vote.
  • E-voting Period: Commences Saturday, November 7, 2026, at 09:00 AM IST and ends Sunday, December 6, 2026, at 05:00 PM IST.
  • Scrutinizer: M/s. Mehta & Mehta, Company Secretaries, Pune, appointed to scrutinize the e-voting process.
  • Result Declaration: The results of the postal ballot along with the scrutinizer's report will be placed on the company's website (www.cumminsindia.com) and the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com) within two working days from the end of the e-voting period (i.e., by December 8, 2026).
  • Deemed Passing Date: Resolutions will be deemed passed on the last date of e-voting, Sunday, December 6, 2026, if approved.

Document Availability

  • The full Notice of Postal Ballot, explanatory statements, and annexures (including Mr. Adewunmi's profile and RPT disclosures) are available on the company's website (www.cumminsindia.com), the stock exchange websites (BSE, NSE), and the RTA's e-voting portal (https://instavote.linkintime.co.in).
  • These documents are available for electronic inspection by shareholders upon request via email (Cil.Investors@cummins.com) from the date of circulation until the last date of e-voting.

Additional Compliance Notes

  • The notice emphasizes SEBI mandates for dematerialization of securities and updated KYC details for shareholders, especially those holding physical shares, for processing service requests and dividend payments.
  • A special window for transfer and dematerialization of physical securities sold/purchased before April 1, 2019, is open until February 4, 2027, as per SEBI Circular dated January 30, 2026.
  • Institutional/Corporate shareholders must send a scanned copy of board resolutions authorizing their signatory to vote to the scrutinizer's email (ashwini.i@mehta-mehta.com).

#Tags: #CumminsIndia #PostalBallot #SEBIDisclosure #RegulatoryCompliance #ManagementAppointment #RelatedPartyTransactions