Voting Process and Methods

The company will conduct the voting process exclusively through a remote e-voting system, with no physical polling or postal ballot forms being sent.

  • E-voting Service Provider: KFIN Technologies Limited (KFintech).
  • Voting Period: From 10:00 Hours (IST) on Wednesday, August 12, 2026, to 17:00 Hours (IST) on Thursday, September 10, 2026.
  • Cut-off Date for Determining Voting Rights: Friday, August 7, 2026. Shareholders registered in the Register of Members/Record of Depositories as of this date are entitled to vote.
  • Voting Rights: One vote per equity share, reckoned on the paid-up value of shares.
  • Instructions for E-voting: Detailed login methods are provided for shareholders holding securities in demat mode (via NSDL or CDSL portals) and for those in physical mode or other categories (via the KFintech website https://evoting.kfintech.com).

Scrutinizer Appointment and Result Declaration

  • Scrutinizer: Mr. DVM Gopal, Practising Company Secretary (Membership No. 6280, CP No. 6798). In his absence, Ms. Ansu Thomas, Practising Company Secretary (Membership No. 8994, CP No. 16696), will serve.
  • Scrutinizer's Report: The scrutinizer will submit a report to the Chairman after completing the vote scrutiny.
  • Result Declaration: The voting outcome will be announced by the Chairman or an authorized Director on or before 17:00 Hours (IST) on Friday, September 11, 2026. The results will be displayed on the company's website (https://www.rain-industries.com), communicated to the stock exchanges (BSE and NSE), and posted on KFintech's website.
  • Deemed Passing Date: If passed, the resolution will be deemed passed on Thursday, September 10, 2026.

Proposed Resolution and Implications

The special business involves a single resolution:

  • Resolution 1: To re-appoint Mr. Robert Thomas Tonti as an Independent Director. This is a Special Resolution requiring shareholder approval pursuant to Sections 149, 152, and 160 of the Companies Act, 2013, and relevant SEBI regulations.

Director Profile and Justification

Mr. Robert Thomas Tonti (DIN: 09367847)

  • Age and Tenure: 68 years. His current term expires on October 30, 2026. He was first appointed on October 31, 2021.
  • Qualifications: Bachelor of Science in Chemical Engineering (Rensselaer Polytechnic Institute, USA) and MBA (International Institute for Management Development, Switzerland).
  • Experience: Over 44 years of experience centered on petroleum coke calcining and energy production, with additional experience in oil refining and aluminum smelting.
  • Current Roles: Independent Director on the boards of Rain Industries Limited, Rain CII Carbon (Vizag) Limited, and Rain Carbon Inc. He is a member of the Audit Committee and Nomination and Remuneration Committee of Rain Industries Limited and the Audit Committee of Rain Carbon Inc.
  • Remuneration: For the financial year ended December 31, 2025, he received ₹8,00,000 in sitting fees and ₹2,30,000 as commission.
  • Shareholding: Holds no shares in the company.
  • Board Meeting Attendance: Attended 4 out of 4 board meetings in the last year.
  • Independence Declaration: He has submitted a declaration confirming he meets the independence criteria under Section 149 of the Companies Act, 2013.

The re-appointment was recommended by the Nomination and Remuneration Committee (meeting on August 5, 2026) and the Board of Directors (meeting on August 6, 2026) based on his performance evaluation, skills, and experience.

Compliance Statements

The notice confirms compliance with:

  • The Companies Act, 2013, and its relevant rules.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 44.
  • Secretarial Standard on General Meetings (SS-2).
  • MCA General Circular No.03/2025 dated September 22, 2025, regarding the postal ballot process through e-voting.

The notice is being sent only electronically to members whose email addresses are registered with the company/depositories.