Key Resolution Details

The company is seeking shareholder approval via an Ordinary Resolution to revise the aggregate annual commission payable to Non-Executive Directors. The proposal seeks to supersede the resolution passed at the 91st Annual General Meeting held on 21st June 2024.

Proposed Financial Changes

The new framework proposes an increase in the maximum aggregate annual commission limit from the existing ₹4 crore to ₹15 crore for a period of 5 years, effective from 1st April 2026 to 31st March 2031. This commission is payable in addition to sitting fees for attending meetings. The actual commission paid in any year will be the lower of 1% of the company's net profits (computed as per Section 198 of the Companies Act, 2013) or ₹15 crore.

Detailed Breakdown of New Remuneration Framework (effective 1st April 2026)

  • Base Fixed Commission for Independent Director: Increased from ₹25.00 lakhs p.a. to ₹40.00 lakhs p.a.
  • Additional Variable Fees for Attendance: Increased from ₹5.00 lakhs to ₹15.00 lakhs (corresponding to attendance percentage).
  • Committee Chairperson Fees:
  • Audit Committee: Increased from ₹2.00 lakhs to ₹5.00 lakhs
  • Nomination and Remuneration Committee: Increased from ₹2.00 lakhs to ₹4.00 lakhs
  • Stakeholders Relationship Committee: Increased from ₹2.00 lakhs to ₹3.50 lakhs
  • CSR-ESG Committee: Increased from ₹2.00 lakhs to ₹3.50 lakhs
  • Risk Management Committee: Increased from ₹2.00 lakhs to ₹3.50 lakhs
  • Any other Board Committee: Increased from ₹2.00 lakhs to ₹3.50 lakhs
  • Committee Member Fees:
  • Audit Committee: Increased from ₹1.00 lakh to ₹4.00 lakhs
  • Nomination and Remuneration Committee: Increased from ₹1.00 lakh to ₹3.50 lakhs
  • Stakeholders Relationship Committee: Increased from ₹1.00 lakh to ₹3.00 lakhs
  • CSR-ESG Committee: Increased from ₹1.00 lakh to ₹3.00 lakhs
  • Risk Management Committee: Increased from ₹1.00 lakh to ₹3.00 lakhs
  • Any other Board Committee: Increased from ₹1.00 lakh to ₹3.00 lakhs
  • Non-Executive Chairman Remuneration:
  • Annual Fixed Compensation: Increased from ₹1.00 crore to ₹1.20 crore
  • Sitting Fees: Remain unchanged at ₹75,000 per meeting for attending Board and Committee meetings.

Rationale for Revision

The Board cites the evolving role and increased responsibilities of Non-Executive Directors due to the company's growing scale and complexity, a dynamic regulatory environment, and enhanced governance expectations. A comprehensive review indicated that the existing remuneration was below the desired market positioning. The new limit of ₹15 crore is an enabling ceiling to provide flexibility for the 5-year period, considering the revised framework and potential changes in Board composition.

Voting Schedule and Process

  • Cut-off date for determining voting eligibility: Friday, 6th November 2026.
  • E-voting period: Commences at 09:00 AM (IST) on Wednesday, 18th November 2026 and ends at 05:00 PM (IST) on Thursday, 17th December 2026.
  • Voting Method: E-voting only, facilitated by KFin Technologies Limited. Physical ballot forms are not being sent.
  • Scrutinizer: Mr. S. N. Ananthasubramanian (or failing him, Mr. S. N. Viswanathan) was appointed to scrutinize the voting process.
  • Result Declaration: The results of the postal ballot, along with the Scrutinizer's report, will be announced on or by Saturday, 19th December 2026. If passed, the resolution will be deemed effective on 17th December 2026.

Additional Information

The Notice was sent electronically to members whose email IDs were registered with the company/Depository Participants as of the cut-off date. The Postal Ballot Notice is also available on the company's website (www.hul.co.in), the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com), and the website of KFin Technologies Limited (www.kfintech.com).

Financial Impact

The financial impact is quantifiable and disclosed. The maximum potential annual outflow for director commissions could increase by ₹11 crore, from ₹4 crore to ₹15 crore, subject to the cap of 1% of net profits.

Governance

Except for the Non-Executive Directors, no other Director, Key Managerial Personnel, or their relatives is concerned or interested in this resolution. The Board recommends the resolution for shareholder approval.