31-JUL-2025- Inter alia, approved:- 1. The Board of Directors has recommended final dividend of Rs.7/- per equity share of the face value of Rs.2/- each (i.e. 350% of the face value) for the financial year 2024-2025 subject to approval of the Members of the Company at the forthcoming 27 th Annual General Meeting to be held on July 31, 2025 2. Re-appointment of Mr. Ashok U. Sinha as an Independent Director of the Company: Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the re-appointment of Mr. Ashok U. Sinha (DIN: 00070477) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years commencing from October 28, 2025, subject to approval of the Members of the Company, notwithstanding that he shall attain the age of 75 years during such term. Mr. Sinha is not related to any Director of the Company. Further, in accordance with the Circular issued by BSE Limited and National Stock Exchange of India Limited dated June 20, 2018, it is confirmed that Mr. Sinha is not debarred from holding the office of director by virtue of any order of the SEBI or any other such authority. 3. Appointment of Parikh & Associates, Practising Company Secretaries as Secretarial Auditors of the Company: Based on the recommendation of the Audit Committee, the Board of Directors has approved, the appointment of Parikh & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for Secretarial Audit for 5 consecutive years commencing from Financial Year 2025-2026 till Financial Year 2029-2030, subject to approval of the Members of the Company at the forthcoming 27th Annual General Meeting. 4. Raising funds by way of issuance of equity shares or any other instruments or securities through qualified institutional placement / private placement / public issue / preferential issue or through any other permissible mode or combination thereof: Pursuant to Regulation 30 of SEBI Listing Regulations, as amended, and other applicable laws, the Board of Directors of the Company has approved the proposal of fund raising by way of issuance of such number of equity shares having face value of ? 2 each of the Company ( Equity Shares ), Global Depository Receipts ( GDRs ), American Depository Receipts ( ADRs ), Foreign Currency Convertible Bonds ( FCCBs ) and/or other securities convertible into Equity Shares (including warrants, or otherwise), fully convertible debentures, partly convertible debentures, non-convertible debentures with warrants and/or convertible preference shares or any security convertible into Equity Shares (hereinafter referred to as Securities ), or any combination thereof, in one or more tranches, whether Rupee denominated or denominated in foreign currency, in the course of domestic and/or international offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the book running lead manager(s) and/or other advisor(s) or otherwise, for an aggregate amount not exceeding ? 750 crores (INR Seven Hundred and Fifty Crores only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable law by way of public issue, preferential allotment, private placement, including one or more qualified institutional placement of Equity Shares, or through any other permissible mode and/or combination thereof as may be considered appropriate in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and all other applicable laws, and subject to the receipt of the necessary approvals including governmental / regulatory / statutory approvals as may be required and the approval of the Members of the Company at the forthcoming 27th Annual General Meeting scheduled to be held on July 31, 2025. The Board also approved ancillary actions for the abovementioned fund raising. The above-Board approval is in substance an extension (subject to Members approval) of the earlier resolution for another year.
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