Key Resolutions for Shareholder Approval

Item No. 1: Appointment of Mr. K Jagannathan as Independent Director

  • Resolution Type: Special Resolution
  • Proposal: To seek shareholder ratification for the appointment of Mr. K Jagannathan (DIN: 11666595) as a Non-Executive Independent Director.
  • Tenure: For a first term of two consecutive years, from April 20, 2026, to April 19, 2028.
  • Background: He was initially appointed as an Additional Director by the Board on April 20, 2026. The Board has received a notice from a member under Section 160 of the Companies Act, 2013, proposing his candidature.
  • Declaration: Mr. Jagannathan has provided a declaration of independence, and the Board confirms he meets the criteria specified under Section 149(6) of the Act and SEBI LODR Regulations.
  • Remuneration: He is entitled to receive sitting fees for Board and Committee meetings and reimbursement of expenses incurred for attending meetings. He may also be paid a commission as determined by the Board.
  • Shareholding: He holds no shares in the company.
  • Experience: Described as a lawyer with 45 years of legal service in the corporate sector, with expertise in large-scale property acquisitions, litigations, arbitrations, EPC contracts, and structuring joint ventures.

Item No. 2: Enhancement of Material Related Party Transaction Limit

  • Resolution Type: Ordinary Resolution
  • Related Party: Repplen Projects Private Limited
  • Relationship: A company in which directors of RPP Infra are relatives.
  • Current Approval: Shareholders had previously approved material related party transactions (RPTs) with Repplen up to a limit of ₹665 Crores on August 12, 2025.
  • Current Utilization: ₹394 Crores of the ₹665 Crore limit has been utilized as of the date of this notice.
  • Proposed Enhancement: To increase the aggregate limit for material RPTs from ₹665 Crores to ₹850 Crores.
  • Rationale for Enhancement: The increase is required to cover:
  • Additional project-related subcontract transactions worth approximately ₹29 Crores undertaken since March 2026.
  • Other routine commercial transactions worth approximately ₹30 Crores during FY 2025-26.
  • A new infrastructure project awarded to RPP Infra on September 03, 2025, with a value of ₹134.21 Crores, for which necessary clearances were recently received.
  • Anticipated ancillary transactions for procurement, rentals, services, etc., during FY 2026-27.
  • Nature of Transactions: The transactions involve sub-contracting a portion of execution for various EPC contracts and work orders awarded to RPP Infra.
  • Terms: All transactions are stated to be in the ordinary course of business and on an arm's length basis. The execution period for underlying projects is generally 1-2 years.
  • Audit Committee Review: The Audit Committee has reviewed the proposed transactions and confirmed they are on an arm's length basis.
  • Financial Impact:
  • The proposed enhanced limit of ₹850 Crores represents 48.43% of the company's annual consolidated turnover for FY 2025.
  • For Repplen Projects Pvt. Ltd., this value represents 308.87% of its annual consolidated turnover for FY 2025.

Details of Work Orders (Forming part of the RPT limit)

A table is provided detailing specific work orders sub-contracted to Repplen, with a total value of ₹735.75 Crores, which forms part of the overall enhanced limit of ₹850 Crores:

1. Formation of Balance Internal Roads... at Mega Leather Park Panapakkam: ₹38.32 Cr

2. Improvement to Kothore Digar Satana Malegaon... Road SH-19: ₹184.41 Cr

3. EPC KN-I (5C) - Construction of Concrete Pavement Road... MSH-4: ₹171.13 Cr

4. EPC NSKHI (28C) - Improvement to Pachorowadi -Shewale Satgaon Road SH-40: ₹98.88 Cr

5. Construction of customs office, medical facility... at SIP, Panapakkam: ₹108.8 Cr

6. KN-II 5A improvement of Matheran Neral Kalamb road SH-109...: ₹134.21 Cr

Postal Ballot Process & Schedule

  • Regulatory Reference: Conducted under Sections 108 & 110 of the Companies Act, 2013, and SEBI LODR Regulation 44.
  • Cut-off Date: Friday, June 05, 2026. Only members registered as of this date are eligible to vote.
  • Service of Notice: The notice is being sent electronically to members whose email IDs are registered with the company/depositories/RTA. Physical copies are not being dispatched.
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: Mr. Karthick B, Practicing Company Secretary, has been appointed to scrutinize the e-voting process.
  • Voting Period: Remote e-voting commences at 09:00 AM (IST) on Wednesday, June 10, 2026, and ends at 05:00 PM (IST) on Thursday, July 09, 2026.
  • Result Declaration: The results will be announced within two working days after the e-voting concludes (i.e., by July 11, 2026) and will be uploaded on the company's website (www.rppipl.com) and the websites of BSE, NSE, and CDSL.

Other Disclosures

  • The explanatory statement and draft letter of appointment for the independent director are available on the company's website for inspection by members.
  • Except for Mr. P. Arulsundaram and Ms. A. Nithya (interested in the RPT resolution) and Mr. K Jagannathan (interested in his appointment), no other directors are concerned or interested in the resolutions.