Board approves independent director appointment and incorporation of a wholly owned subsidiary

1) Mr. R. N. Nayak appointed Additional Director (Non-Executive Independent) for 5 years, subject to shareholder approval via postal ballot.

Mon 12 Oct 2026

Authorised Capital of new subsidiary

Rs. 25 crore

Issued Capital of new subsidiary

Rs. 1 crore

Independent Director term

5 consecutive years, from 12 October 2026 to 11 October 2031

Board approves a new independent director and a wholly owned subsidiary

The Board of Directors met on 12 October 2026 and approved three items: the appointment of an independent director, the incorporation of a wholly owned subsidiary, and the issue of a postal ballot notice for shareholder approval of the directorship.

Appointment of an independent director

• On the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Rabindra Nath Nayak (DIN: 02658070) as an Additional Director (Non-Executive Independent).
• He is not liable to retire by rotation. The term is 5 consecutive years, from 12 October 2026 to 11 October 2031.
• The appointment is subject to approval of the shareholders. A notice of postal ballot is being issued for this, and Mrs. Anu Singh, Company Secretary & Compliance Officer, has been authorised to decide the timeline of the postal ballot.
• The company affirms that he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.
• Mr. R. N. Nayak is not related to any of the Directors of the Company.

Who the appointee is

• He is a former Chairman & Managing Director of Power Grid Corporation of India Limited (PGCIL), a Maharatna company.
• He holds a master's degree in Electrical Engineering from IIT Kharagpur and graduated from NIT Rourkela.
• He has over 40 years of experience in various capacities at senior level positions in premier Central Public Sector Undertakings in the power sector, such as PGCIL and NTPC.
• He led and motivated a team of about 10,000 employees of PGCIL.
• He has experience across generation, transmission and distribution, manufacturing, and introduced technologies in India such as 800 kV UHV HVDC, 1200 kV UHV AC, Smart Grid and RE integration into the Indian grid.
• He is currently a Director on the Board of several companies, including Odisha Power Transmission Corporation Limited, TP Northern Odisha Distribution Limited, TP Western Odisha Distribution Limited, GRIDCO Limited, Diamond Power Infrastructure Limited, Yash Highvoltage Ltd, IMP Power, OHPC, GEDCOL, Powerica Ltd and Future Smartec (OPC) Private Limited.
• He is also a consultant to the World Bank Group, Washington, and to national and international consulting companies.

New wholly owned subsidiary

• The Board approved the incorporation of a Private Company as a wholly owned subsidiary of the Company.
• Proposed names: EVERGRID PVT. LTD; EVERGRID INDIA PVT. LTD; EVERGRID TRANSMISSION PVT. LTD, or such other name as may be approved by the Ministry of Corporate Affairs.
• Country of incorporation: India.
• Authorised Capital: Rs. 25 crore. Issued Capital: Rs. 1 crore.
• 100% stake of the company is acquired.
• It will be incorporated with the object of transmission and EPC related works.
• The company will invest funds by subscribing to shares of the newly incorporated company.
• It will be a wholly owned subsidiary of Skipper Limited and will accordingly be classified as a related party.
• Ministry of Corporate Affairs and other regulatory approvals as may be applicable are required.

What this means for investors

• Two separate decisions are bundled in this update: a board-level change and a corporate structure change. The directorship takes effect from 12 October 2026 but is subject to shareholders approving it through a postal ballot, so that approval is still pending.
• The new subsidiary is being set up for transmission and EPC related works, the same broad space the appointee has spent his career in. The update states the company will fund it by subscribing to its shares, up to the stated capital.
• The update does not state any revenue, order book or timeline linked to the new subsidiary; it describes the object of incorporation and the capital structure.

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