Integrated Annual Report 2025-26 192 Mr. Muthiah Murugappan and Mr. Muthu Raju Paravasa Raju Vijay Kumar (‘Mr. M. P. Vijay Kumar’) serve as Independent Directors. Further, Mr. Ranjan Pant serves as a Non‑Executive Director, while Mr. Sat Pal Bhanoo serves as a Nominee Director representing Life Insurance Corporation of India. None of the Directors are inter-se related to each other. B. Process of appointment of a Director The appointment of Directors in your Company is recommended by the Governance, Nomination and Remuneration Committee (‘GNRC’), approved by the Board of Directors and subsequently approved by the Shareholders in accordance with the provisions of the Act and the SEBI LODR Regulations. Independent Directors are appointed for a term of up to 5 consecutive years and are eligible for re‑appointment for a further term of up to 5 consecutive years, subject to approval of the Shareholders by way of a special resolution and their continued compliance with the independence criteria prescribed under the Act and the SEBI LODR Regulations. Independent Directors are not liable to retire by rotation. Whole‑time Directors, including the Managing Director and Executive Director(s), are appointed for term of up to five years as approved by the Shareholders and may be re‑appointed based on the recommendation of the GNRC and the Board. Executive Directors and Non‑Executive Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting in accordance with the provisions of the Act. C. Change in composition of the Board during the year under review During the year, Mr. T. N. Manoharan, Lead Independent Director of the Company ceased to be a Director of the Company owing to his unfortunate and untimely demise on 30th July 2025. He was a powerful voice for upholding the highest standards of corporate governance, ethics and transparency. His strategic foresight, business acumen and unwavering integrity was instrumental in shaping your Company’s long-term vision and fortifying its institutional values. The demise of Mr. T. N. Manoharan is an irreplaceable loss to your Company. The Board expressed its deep gratitude and placed on record its sincere appreciation and acknowledged the valuable contribution and guidance provided by Late Mr. T.N. Manoharan. Further, the Board of Directors of your Company, based on the recommendation of the GNRC, at its Meeting held on 6th October 2025, appointed the following Independent Directors: 1. Ms. Samina Hamied (DIN: 00027923) as an Independent Director of the Company for a term of 5 consecutive years commencing from 7th October 2025 to 6th October 2030 (both days inclusive). 2. Mr. M. P. Vijay Kumar (DIN: 05170323) as an Independent Director of the Company for a term of 5 consecutive years commencing from 7th October 2025 to 6th October 2030 (both days inclusive). The aforesaid appointments were approved by the Shareholders of the Company by way of resolutions passed through postal ballot on 26th November 2025. During the year under review, none of the Independent Directors of your Company resigned before the expiry of their respective tenure(s). D. Role of the Board of Directors Your Company’s Board holds a central responsibility in upholding high standards of governance, ensuring the efficient functioning of the organisation and driving long‑term value creation for all stakeholders. The roles, duties and obligations of the Board are clearly articulated and given its fiduciary nature, the Board ensures that the Company operates on strong ethical foundations and that its resources are deployed to foster sustainable growth, stakeholder value and a positive societal impact. The Board is effectively supported by the management team, enabling it to oversee the Company’s performance, provide strategic direction, guide executive actions towards defined objectives and maintain accountability. It also establishes expectations for responsible corporate conduct, promotes transparency in business operations and ensures adherence to applicable laws and regulatory requirements. In fulfilling its mandate, the Board regularly reviews the information required under the Act and the SEBI LODR Regulations. This includes, inter-alia, consideration and approval of the financial statements, corporate strategies, business plans, business performance, annual budgets, major projects and capital expenditure proposals, thereby ensuring informed and timely decision‑making.
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