26-JUL-2025- Inter alia, approved:- 1) Recommendation of Dividend. The Board of Directors has recommended a Final Dividend of Rs. 2.80/- (Rupees: Two and Paise Eighty only) (280%) per fully paid-up Equity Share of Re.1/- each for the year ended 31st March 2025. The dividend, if declared by the members at the 31st Annual General Meeting (AGM) of the Company, will be credited/dispatched to the members, subject to deduction of tax at source, on or before 30 days from the date of Annual General Meeting. 2) Raising of Long Term Funds: a) Issuance of Non-Convertible Debentures with warrants which are convertible into or exchangeable with Equity Shares of the Company and/or Equity Shares and/or Convertible Securities (other than warrants) by way of a Qualified Institutions Placement: The Board of Directors at its meeting held today, subject to shareholders approval and other applicable approvals regulatory or otherwise, approved raising of long-term resources through issuance of: i. Non-Convertible Debentures with warrants which are convertible into or exchangeable with equity shares of the Company of face value of ?1 each (the Equity Shares ) at a later date, for an amount not exceeding ?7,000 crores (Rupees seven thousand crores only), inclusive of such premium as may be decided by the Board; and/or ii. Equity Shares and/or Convertible Securities (other than warrants) for an amount not exceeding Rs.7,000 crores (Rupees seven thousand crores only), inclusive of such premium as may be decided by the Board to Qualified Institutional Buyers (as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, by way of a Qualified Institutions Placement. The Company had obtained the approval of shareholders at the Annual General Meeting held on 26th July 2024 for raising of resources in the form of specified securities by way of a Qualified Institutions Placement. The enabling resolution was not acted upon within the stipulated period of one year. Therefore, in order to validate the said resolution, a fresh approval is being sought from the shareholders at the ensuing Annual General Meeting. b) Issuance of Non-Convertible Debentures (NCD) upto Rs 5,000 Crores - from Banks/ Financial Institutions/ Others: Subject to applicable regulatory approvals and market conditions, the Board of Directors at its meeting held today, had approved Issuance of Secured/Un-secured, Redeemable, Non-Convertible Debentures not exceeding Rs. 5,000 crores, by way of private placement and/or by way of public issuance, in one or more tranches, in the domestic market, to be used, inter alia, to replace short maturity loans, meet long-term working capital requirements, capital expenditure / reimbursement of capex already incurred and/ or for general corporate purposes. The Board has also authorised the Finance Committee , a sub-committee of the Board of Directors, to decide on all matters relating to the aforesaid proposed issuances including finalisation and approval of the detailed terms and conditions of issue and the number of Securities to be issued. 3) Appointment of M/s. S. Srinivasan & Co., (CP. No. 748) Company Secretaries, as the Secretarial Auditor of the Company: The Board of Directors after taking into account the recommendations of the Audit Committee, approved the appointment of M/s. S. Srinivasan & Co., Company Secretaries, (CP No. 748), as the Secretarial Auditor of the Company for a tenure of five consecutive years from the FY 2025-26, and recommended the same to the Shareholders for approva
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