Integrated Annual Report 2025-26 204 As per the Act and SEBI LODR Regulations, the Chairperson of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee is required to attend the AGM to address shareholders’ queries. In his/her absence, an authorised committee member may represent them. Mr. T.N. Manoharan, erstwhile Lead Independent Director and Chairman of the Audit Committee and Governance, Nomination and Remuneration Committee could not be present at the 79th AGM of the Company held on 31st July 2025 due to his unfortunate and untimely demise on 30th July 2025. All the other members of the Audit Committee and Governance, Nomination and Remuneration Committee were present at the 79th AGM of the Company. K. Directors seeking Re-appointment The GNRC has been entrusted with the responsibility for developing competency requirements for the Board, based on the industry, strategy and vision of your Company. The Board composition analysis reflects an in-depth understanding of the Company including its strategies, environment, operations, financial condition and compliance requirements. The GNRC advises the Board on the appointment and reappointment of Directors and also conducts periodic gap analyses to refresh the Board and review potential candidates’ profiles to ensure they have the required competencies. Upon receiving the GNRC’s recommendation, the Board considers the appointment and if approved, recommends the same to the Shareholders for their approval. Rotation & re‑appointment Mr. Ranjan Pant, Non-Executive Director and Mr. Sat Pal Bhanoo, Non-Executive Director (Nominee of LIC), are liable to retire by rotation at the ensuing AGM and being eligible for re-appointment, have offered themselves for re-appointment at the ensuing AGM of your Company. The profiles of Mr. Ranjan Pant and Mr. Sat Pal Bhanoo are provided below: Mr. Ranjan Pant [Non-Executive Director] Mr. Ranjan Pant is a CEO Advisor and consultant specializing in global strategy and change management. With a tenure spanning over three decades, he has leveraged his expertise across diverse industries and international conglomerates. He is a Bachelor of Mechanical Engineering (Honours) from BITS, Pilani and MBA in Finance from The Wharton School, University of Pennsylvania. He has spearheaded the energy and utilities practice and provided strategic advisory services at Bain & Co., Management Consultants. He held the position of Director of Internal Consulting, focusing on operational excellence and mergers & acquisitions in General Electric Company. His key areas of expertise includes strategic planning and capital allocation; operational oversight including post merger integration and manufacturing productivity; corporate governance with experience in corporate venture capital and conglomerate center roles; human capital governance including senior leadership transitions and CEO compensation; and technology strategy with exposure to platform business models and artificial intelligence initiatives. He had contributed as a Director and Committee Member in leading organisations, including HDFC Life Insurance Company Limited, DSP Blackrock Investments Private Limited and Schneider Electric Infrastructure Limited. He is also an Independent Director and Chairman of Schneider Electric President Systems Limited, Chairman and Non-Executive and Non-Independent Director of Mahindra Accelo Limited, Mahindra Auto Steel Private Limited and Mahindra Steel Service Centre Limited and a Director of Point RP Consulting Private Limited (OPC) and Mahindra Knowledge Foundation. He serves on the Board of Governors of IIM Indore, where he is also the Chairman of the Personnel Committee, a member of the Governing Body of Mahindra University, Hyderabad and is associated with the K. C. Mahindra Education Trust as a Jury Panel Member for postgraduate scholarships. He has completed 66 years of age.
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