Vikram Solar 21st AGM Notice Director Appointments

The 21st Annual General Meeting will be held on Tuesday, August 4, 2026 at 2:00 PM IST through Video Conferencing/Other Audio Visual Means.
The cut-off date for determining members eligible to vote is Tuesday, July 28, 2026.
Remote e-voting period: July 31, 2026 (9:00 AM IST) to August 3, 2026 (5:00 PM IST).
MUFG Intime India Private Limited appointed to provide remote e-voting facility.
Scrutinizer: Mr. Atul Kumar Labh, Practicing Company Secretary (FCS-4848/CP-3238) of M/s A. K. Labh & Co.

1. Adoption of Financial Statements

To receive, consider and adopt the Annual Audited Financial Statements (Standalone and Consolidated) for FY ended March 31, 2026 with Auditor and Board Reports.

2. Re-appointment of Director

To appoint Mr. Suresh Gopinathan Menon (DIN: 09721950), Non-Executive Non-Independent Director, who retires by rotation and offers himself for re-appointment.

3. Appointment of Mr. Sameer Nagpal as Whole-time Director & CEO

Special Resolution to appoint Mr. Sameer Nagpal (DIN: 06599230) as Whole-time Director designated as "Whole-time Director and Chief Executive Officer" for 3 years from May 7, 2026 to May 6, 2029.
Remuneration: Fixed salary of ₹5.50 crore per annum with annual increments, plus benefits including:
Personal accident insurance and medical benefits as per company rules
Leave encashment as per company rules
Club fees for up to two clubs in India
Company car with chauffeur
Accommodation (COCP)
Performance-linked bonus up to 40% of fixed compensation
ESOPs under Vikram Solar Employee Stock Option Plan, 2021
Minimum remuneration payable in case of absence/inadequacy of profits as per Schedule V of Companies Act, 2013.

4. Re-appointment of Mr. Gyanesh Chaudhary as Chairman & Managing Director

Special Resolution to re-appoint Mr. Gyanesh Chaudhary (DIN: 00060387) as Chairman & Managing Director for 3 years from September 28, 2026 to September 27, 2029.
Remuneration: Fixed salary of ₹7.00 crore per annum with annual increment not exceeding 20%, plus benefits including:
Personal accident insurance and medical benefits as per company rules
Leave encashment as per company rules
Club fees for up to two clubs in India
Company car with chauffeur
Performance-linked bonus up to 40% of fixed compensation
Minimum remuneration payable in case of absence/inadequacy of profits as per Schedule V.

5. Re-appointment of Ms. Ratnabali Kakkar as Independent Director

Special Resolution to re-appoint Ms. Ratnabali Kakkar (DIN: 09167547) as Non-Executive Independent Director for a second term of 5 years from December 12, 2026 to December 11, 2031.

6. Approval for Investments, Loans, Guarantees under Section 186

Special Resolution to authorize Board to make investments, give loans, provide guarantees/letters of comfort/support for aggregate amount not exceeding ₹15,000 crores.
Primarily for subsidiaries, joint ventures, associates and strategic business purposes.

7. Material Related Party Transaction with VSL Logistics Solutions Private Limited

Ordinary Resolution to approve material RPT with VSL Logistics for FY 2026-27 for aggregate value not exceeding ₹1,350 crore.
Transactions include reimbursement of duties (₹800 crore) and purchase of goods & services including logistics support (₹550 crore).
VSL Logistics is a group company providing integrated logistics and supply chain management services.
Transactions are in ordinary course of business and at arm's length basis.

8. Ratification of Cost Auditor Remuneration

Ordinary Resolution to ratify remuneration of ₹60,000 plus applicable taxes and out-of-pocket expenses to M/s Bhattacharya Roy & Associates, Cost Accountants for FY 2026-27.

| Particulars | 2025-26 (₹ millions) | 2024-25 (₹ millions) |

| Total Income | 48,618.66 | 34,516.72 |

| Net Profit Before Tax | 6,464.91 | 2,161.53 |

| Net Profit After Tax | 4,690.58 | 1,390.96 |

| Other Comprehensive Income | (14.43) | (8.86) |

| Total Comprehensive Income | 4,676.15 | 1,382.10 |

The company has 3 overseas direct investments:

Individual shareholders holding securities in demat mode can vote through their demat accounts with NSDL/CDSL
Shareholders holding physical shares/non-individual shareholders can vote through InstaVote platform
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