24-JUN-2025- Inter alia, approved:- 1. The Board has recommended Dividend of Rs. 1.30 (@ 130%) per Equity Share of face value of Re. 1 each fully paid up for the Financial Year 2024-25, subject to approval by shareholders of the Company at the ensuing Annual General Meeting (?AGM?). 2. 4. The Board, on the recommendation of the Nomination and Remuneration Committee, approved re-appointment of Dr. Omkar Goswami (DIN: 00004258) as an Independent Director of the Company for second term of 3 years w.e.f. 2nd November 2025 subject to the approval of the shareholders at the ensuing Annual General Meeting. Further, pursuant to BSE Circular no. LIST/COMP/14/2018-19 and NSE Circular no. NSE/CML/2018/24, both dated June 20, 2018, it is hereby also affirmed that Dr. Omkar Goswami is not debarred from holding the office of director by virtue of any SEBI order or order of any other such authority. 5. Pursuant to Regulation 30 of SEBI (Listing and Disclosure Requirements) Regulations, 2015 (?SEBI Listing Regulations?), we wish to inform you that the Board, on recommendation of the Audit Committee, approved the appointment of: ? Mr. Ashwin Shah, Practicing Company Secretary, Ahmedabad, as the Secretarial Auditor of the Company, to conduct secretarial audit of the Company for a period of five consecutive years from FY 2025-26 to FY 2029- 30. The appointment shall be subject to the approval of shareholders of the Company at the ensuing AGM of the Company. ? Mr. Shobhit Dwivedi as the new Internal Auditor of the Company, in place of Mr. Tejas Shah, who ceased to be the Internal Auditor due to organizational restructuring / rotation policy. 6. The Board, on the recommendation of the Nomination and Remuneration Committee, approved the following changes in the Senior Management Personnel (SMP) of the Company: ? Ms. Sunipa Roy (Head Copper Business), ceased to be SMP, pursuant to change in her reporting structure. ? Mr. Vikram Tandon (Group HR) ceased to be SMP, pursuant to expiry of his tenure. 7. The Board has also approved the proposal to convene 33rd Annual General Meeting of the Company on Tuesday, 24th June, 2025 through Video Conferencing / Other Audio Visual Means in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The Notice of the AGM shall be intimated separately. 8. The Board has approved raising of funds by way of issuance of such number of equity shares having face value of ? 1 each of the Company and / or other eligible securities or any combination thereof (hereinafter referred to as (?Securities?), for an aggregate amount not exceeding ? 15,000 crore or an equivalent amount thereof by way of any permissible modes, including but not limited to a private placement, a qualified institutions placement, preferential issue, or any other method or combination of methods as may be permitted under applicable laws, subject to the receipt of the necessary approvals including approval of the members at the ensuing AGM of the Company scheduled to be held on Tuesday, 24th June, 2025 and other regulatory / statutory approvals, as may be required.
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