AGM Logistics

The 17th AGM will be held on Wednesday, August 12, 2026 at 2:30 PM IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) without physical attendance, in compliance with MCA Circulars permitting virtual AGMs until September 30, 2026.

Cut-off Date and Record Date

The company has fixed Wednesday, August 5, 2026 as the cut-off date for determining member eligibility. The Register of Members and Share Transfer Books will remain closed from Thursday, August 6, 2026 to Wednesday, August 12, 2026 (both days inclusive).

Voting Arrangements

National Securities Depository Limited (NSDL) has been appointed to provide remote e-voting and e-voting during the AGM. The remote e-voting facility will be open from 9:00 AM IST on Saturday, August 8, 2026 to 5:00 PM IST on Tuesday, August 11, 2026. Members who have not voted remotely can vote electronically during the AGM.

Business Items

Ordinary Business:

1. Item No. 1: To receive, consider and adopt the audited Standalone and Consolidated Financial Statements for FY 2025-26 ending March 31, 2026, together with Auditors' Report and Board's Report

2. Item No. 2: To re-appoint Mr. Gaurav Sharma (DIN: 03311656) as Nominee Director (Non-Executive) who retires by rotation

Special Business:

3. Item No. 3: Approval for "NephroPlus Employee Stock Option Scheme, 2026" - Special Resolution to create, offer, issue, grant and allot up to 20,06,814 employee stock options exercisable into equivalent equity shares of face value ₹2 each

4. Item No. 4: Approval to extend ESOP 2026 benefits to employees of subsidiary, associate, or holding companies - Special Resolution

5. Item No. 5: Clarificatory amendment to special resolution for remuneration of Mr. Vikram Vuppala (DIN: 02847323), Chairman & Managing Director - Special Resolution to expressly define "Audited Adjusted Consolidated Operating EBITDA" for variable remuneration computation

6. Item No. 6: Approval for Promote Incentive Arrangement under Promote Agreement dated July 25, 2025 between Mr. Vikram Vuppala and certain investors - Ordinary Resolution requiring public shareholder approval

Key Financial and Operational Details

ESOP Scheme 2026:
  • Maximum options: 20,06,814 options (each convertible to one equity share of ₹2 face value)
  • Implementation: Direct route through fresh allotment from company
  • Vesting period: Minimum 1 year, maximum 4 years from grant date
  • Exercise period: Maximum 5 years from vesting date
  • Eligible participants: Employees and directors (excluding promoters, promoter group, independent directors, and directors holding >10% shares)
  • Valuation method: Fair value method as per IND AS 102
  • No lock-in period for shares allotted upon exercise
Promote Incentive Arrangement:
  • Agreement date: July 25, 2025 between Mr. Vikram Vuppala and eight investors
  • Maximum aggregate incentive: ₹57.91 crores payable by investors (not company)
  • Threshold returns: Vary by investor from 3.09x to 18.50x multiple of invested capital
  • Determination date: March 31, 2029
  • Company has no financial obligation under this arrangement
Director Re-appointment:
  • Mr. Gaurav Sharma (DIN: 03311656), Nominee Director since November 27, 2019
  • Qualifications: B.Tech (IIT Delhi), MBA (Wharton School)
  • Current position: Head India Investment Business, Investcorp India Asset Managers Private Limited
  • Board meeting attendance: 10 out of 21 meetings in FY 2025-26
  • Remuneration: No sitting fees or commission drawn or proposed

Document Availability

The notice and annual report are available on company website (www.nephroplus.com), stock exchange websites (BSE, NSE), and NSDL website (www.evoting.nsdl.com).

Scrutinizer Appointment

Ms. Rashida Hatim Adenwala (Membership No. F4020) of M/s. R & A Associates appointed as scrutinizer for remote e-voting and e-voting during AGM.