Item No. 1: Re-appointment of Mr. Jayakar Krishnamurthy (DIN:00018987) as Chairman and Managing Director
Proposed Term: 5 years, from 1st September 2026 to 31st August 2031.
Remuneration (USD): Basic Salary ($13,750/month), Special Allowance ($13,750/month), House Rent Allowance ($5,500/month).
Perquisites: Medical reimbursement (up to one month's basic salary/year), LTA (up to one month's basic salary/year), club fees, personal accident insurance, gratuity, company-maintained cars, leave encashment.
Commission: To be calculated to make total remuneration equivalent to 7.5% of net profits.
Special Provision: Approval sought for his continuance beyond the age of 70 (which he will attain on 30th November 2030) until the end of his term.
Rationale for USD remuneration: Mr. Krishnamurthy is a US citizen with overseas financial commitments. The USD denomination is to avoid forex conversion losses and remittance costs, not to increase the overall remuneration value.
Shareholding: Holds 9,03,778 shares. Related to Mr. Adithya Srivatsa Jayakar (Deputy MD).
Item No. 2: Increase in Managerial Remuneration of Mr. Adithya Srivatsa Jayakar (DIN:08188358), Deputy Managing Director
Effective Date: 1st July 2026, for the remainder of his current term ending 12th November 2029.
Perquisites: Medical reimbursement, club fees, personal accident insurance, company-maintained cars, leave encashment.
Shareholding: Holds no shares. Related to Mr. Jayakar Krishnamurthy (Chairman & MD).
Item No. 3: Re-appointment of Mr. Ram Ramamurthy (DIN:06955444) as Whole Time Director
Proposed Term: 2 years, from 4th September 2026 to 3rd September 2028.
Remuneration (INR): Basic Salary (₹4,25,000/month), PF (12% of basic), reimbursement of expenses, medical and personal accident insurance.
Shareholding: Holds no shares. Not related to any other director.
Item No. 4: Re-appointment of Mr. Ramachandran Sundar (DIN:10831047) as Independent Director
Proposed Term: Second term of 5 years, from 13th November 2026 to 12th November 2031.
Remuneration: As per applicable laws for Independent Directors (not specified in resolution).
Item No. 5: Re-appointment of Mr. Abhaya Shankar (DIN:00008378) as Non-Executive Non-Independent Director
Proposed Term: 2 years, from 14th November 2026 to 13th November 2028.
Remuneration (INR): ₹2,00,000 per month.
Financial Context & Impact
The company reported a net loss of ₹(96.77) crore on revenue from operations of ₹646.64 crore for the financial year ended 31st March 2026.
Profit Before Tax was ₹(91.98) crore.
The Explanatory Statement attributes the loss/inadequacy of profits primarily to giving effect under IND AS for the reduction/dilution of stake in the erstwhile wholly-owned subsidiary, M/s. Ucal Holdings Inc., USA, and prevailing market conditions.
The resolutions for executive directors (Items 1, 2, 3) include enabling provisions for paying the approved remuneration as "minimum remuneration" in case of inadequacy or absence of profits in any financial year, as per Section II of Part II of Schedule V of the Companies Act, 2013.
Voting Process Details
Cut-off Date: Friday, 3rd July 2026.
E-voting Period: Wednesday, 15th July 2026 (9:00 AM IST) to Thursday, 13th August 2026 (5:00 PM IST).
Service Provider: National Securities Depository Limited (NSDL).
Scrutinizer: Mr. P. Muthukumaran, Partner of M/s P Muthukumaran & Associates, Practising Company Secretaries.
Result Declaration: On or before Monday, 17th August 2026, at the registered office and to the stock exchanges.
The notice is being sent electronically to members who have registered their email addresses. Physical copies are not being sent as per MCA circulars.
Other Contingencies
The Board is authorized to revise the terms of remuneration within the limits prescribed by Schedule V of the Companies Act, 2013, subject to any necessary approvals.
The remuneration for Mr. Jayakar Krishnamurthy payable in USD is subject to compliance with the Foreign Exchange Management Act, 1999, and rules thereunder.
