Key Resolutions for Shareholder Approval

Item No. 1: Appointment of Mr. Prasanna Joshi as Director

  • Resolution Type: Ordinary Resolution
  • Director Details: Mr. Prasanna Joshi [DIN: 11702992]
  • Appointment Basis: Currently serving as Additional Director effective from 14th May 2026 under Section 161 of Companies Act, 2013
  • Term Nature: Liable to retire by rotation
  • Legal References: Section 152 of Companies Act, 2013

Item No. 2: Appointment and Remuneration of Mr. Prasanna Joshi as Whole-Time Director

  • Resolution Type: Ordinary Resolution
  • Appointment Period: Three years commencing from 14th May 2026
  • Nature of Appointment: Contractual and subject to company service rules
  • Remuneration Structure:
  • Basic Salary & Allowances: ₹40.50 Lakhs per annum
  • Performance Linked Pay: ₹5.50 Lakhs per annum
  • Perquisites & Statutory Contributions: Not exceeding ₹4.00 Lakhs per annum
  • Total Maximum Remuneration: ₹50.00 Lakhs per annum
  • Perquisites Include: Leave Travel Allowance, Contribution to Provident Fund, Gratuity, etc.
  • Minimum Remuneration Clause: Payable even in event of loss or inadequacy of profits
  • Legal References: Sections 196, 197, 203 of Companies Act, 2013 and Schedule V

Background and Rationale

  • Mr. Prasanna Joshi replaces Mr. Nandakumar Varma [DIN: 09776904] who resigned due to personal reasons and other commitments effective closure of business hours on 13th May 2026.
  • Board approval granted on 13th May 2026 based on recommendation of Nomination and Remuneration Committee.
  • Shareholder approval required pursuant to Section 161 of Companies Act, 2013 and Regulation 17(1C) of SEBI (LODR) Regulations.

Director Profile - Mr. Prasanna Joshi

  • Age: 42 years (Date of Birth: 11th December 1983)
  • Nationality: Indian
  • Qualifications: Bachelor's Degree in Mechanical Engineering (University of Pune), Post Graduate Programme in Management (MBA) from Great Lakes Institute of Chennai, Post-Graduate Diploma in Advanced Business Analytics from IIM Ahmedabad
  • Experience: 20 years across Retail, Infrastructure, Education and IT/ITES sectors
  • Current Tenure: 13 years with Sicagen India Limited, handling Building Material Division
  • Previous Role: Vice President (Head - Building Material Division) with remuneration of ₹47.89 Lakhs for FY 2025-26 (till March 2026)
  • Shareholding: Holds no shares in the company
  • Relationships: Not related to any other Director or Key Managerial Personnel
  • Board Attendance: Attended all 5 Board Meetings during FY 2025-26 as invitee
  • Other Directorships: None

Postal Ballot Process Details

  • Cut-off Date: Friday, 29th May 2026
  • E-voting Period: Commences 09:00 AM on Tuesday, 9th June 2026 to 05:00 PM on Wednesday, 8th July 2026
  • Result Date: 8th July 2026 considered as date of passing resolutions
  • Result Announcement: Within two working days of conclusion on company website and CDSL website
  • Scrutinizer: M/s. KRA & Associates, Practicing Company Secretaries, Chennai
  • E-voting Service Provider: Central Depository Services (India) Limited (CDSL)

Distribution Method

  • Sent electronically to shareholders registered email addresses with Company/RTA/DP
  • Available on company website (www.sicagen.com) and CDSL website (www.evotingindia.com)
  • Physical copies not sent in line with MCA Circular No. 03/2025 dated 22nd September 2025

Financial Impact

No specific financial impact quantified beyond the disclosed remuneration structure for Mr. Prasanna Joshi.