AGM members ratify Whole-time Director's remuneration, approve pay beyond Section 197 limit

Members at the 32nd AGM approved ratification of remuneration paid to Whole-time Director Mr. Kamal Manchanda for FY 2025-26, and his remuneration for FY 2026-27 and balance tenure.

Sat 3 Oct 2026

Meeting

32nd AGM

Resolution 1 - Ratification of remuneration FY 2025-26

18,00,000

Resolution 2 - Remuneration FY 2026-27 and balance tenure

18,00,000

Whole-time Director

Mr. Kamal Manchanda (DIN 00027889)

Reason - Second item

exceeds the applicable limit under Section 197(1), based on Section 198 net profits

Members have approved two resolutions on the remuneration of the Whole-time Director.

What was approved

• Ratification of remuneration already paid to Mr. Kamal Manchanda (DIN 00027889), Whole-time Director, for FY 2025-26, under Schedule V, Part II, Section II of the Companies Act, 2013.
• Approval of remuneration payable to Mr. Kamal Manchanda, Whole-time Director, for FY 2026-27 and the balance tenure, where the remuneration exceeds the applicable limit under Section 197(1), based on Section 198 net profits.

Figures in the annexure

The annexure lists the remuneration as 18,00,000 against each of the two periods — FY 2025-26 for the first item, and FY 2026-27 and balance tenure for the second.

The reasons recorded for each item are: for FY 2025-26, the remuneration was paid under Schedule V due to inadequate profits/loss; and for FY 2026-27 and the balance tenure, the remuneration exceeds the applicable limit under Section 197(1), based on Section 198 net profits.

In simple terms

• Ratification means members have approved, after the fact, remuneration that was already paid for FY 2025-26.
• The second item is an approval for remuneration payable for the coming financial year and the remaining tenure.
• Where a company's profits are inadequate, or the remuneration crosses the ceiling set under Section 197, the law requires the members' approval for a Whole-time Director's pay. Both approvals are now in place.

What to note

The two items relate to the same director and were placed before members as separate resolutions. The figure stated for each of the two periods is the same, 18,00,000. The disclosure follows the outcome of the 32nd Annual General Meeting.

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