BCPL Railway Infrastructure Limited has successfully conducted its Independent Directors meeting on March 31, 2026, fulfilling its regulatory obligations under SEBI LODR Regulations 2015. The meeting was held through video conferencing and lasted for one hour, demonstrating the company's commitment to corporate governance standards.

Meeting Details and Compliance

The Independent Directors meeting was conducted in accordance with Regulation 25(3) of SEBI LODR Regulations 2015 and Schedule IV of the Companies Act, 2013. The virtual meeting commenced at 2 p.m. and concluded at 3 p.m., ensuring efficient utilization of time while covering all essential agenda items.

Key Agenda Items Reviewed

The Independent Directors addressed three critical areas of corporate governance during their meeting. The directors conducted a comprehensive review of the performance of non-independent directors and evaluated the board of directors as a collective entity. This assessment forms a crucial part of the annual governance review process.

The meeting agenda covered the following key areas:

• Performance evaluation of non-independent directors and the entire board
• Assessment of the chairperson's performance incorporating feedback from both executive and non-executive directors
• Evaluation of information flow quality, quantity, and timeliness between management and the board

Information Flow Assessment

A significant focus of the meeting was the assessment and evaluation of the quality, quantity, and timeliness of information flow between the company's management and the board of directors. This evaluation ensures that directors receive adequate and timely information to effectively perform their fiduciary duties and make informed decisions.

Regulatory Disclosure

The company has duly informed BSE Limited about the meeting outcome, with the communication signed by Company Secretary Devshree Sinha. This disclosure demonstrates BCPL Railway Infrastructure Limited's adherence to transparency requirements and regulatory compliance standards mandated by securities market regulations.

BCPL Railway Infrastructure Limited has issued a postal ballot notice to shareholders seeking approval for the re-appointment of Mr. Sudipta Kumar Mukherjee as Non-Executive Independent Director. The company filed the notice under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on March 25, 2026.

Postal Ballot Details

The special resolution seeks shareholder approval for Mr. Mukherjee's re-appointment for a five-year consecutive term. The voting process will be conducted entirely through electronic means, with no physical postal ballot forms being dispatched to shareholders.

Director Profile and Experience

Mr. Sudipta Kumar Mukherjee, aged 65 years, brings extensive banking and finance expertise to the board. He is a graduate from the University of Mumbai and holds certifications including Certified Associate of the Indian Institute of Bankers (CAIIB) and Advanced Management Programme in Banking & Finance from the Indian Institute of Banking & Finance.

His professional background includes 39 years of service with Bank of India, where he held various positions including General Manager. He actively participated in Board and Audit Committee meetings of Bank of India (Tanzania) Limited and has expertise in credit-related matters, organizational development, and management strategies.

Current Directorships and Committee Positions

Mr. Mukherjee currently serves as director in multiple companies and holds key committee positions:

Voting Process and Compliance

The company has appointed CA Sudhir Kothari as the Scrutinizer for conducting the postal ballot process. Central Depository Services (India) Limited (CDSL) will provide the e-voting facility, while Maheshwari Datamatics Pvt Ltd serves as the Registrar and Transfer Agent.

Shareholders whose names appear on the Register of Members as on the cut-off date of March 20, 2026 will be eligible to vote. The company has emphasized that only electronic voting will be permitted, with no proxy voting allowed. Individual shareholders holding securities in demat mode can access e-voting through their respective depositories (CDSL/NSDL) or directly through the CDSL e-voting platform.

Remuneration and Board Participation

During the year 2025-26, Mr. Mukherjee attended 4 board meetings. His current remuneration structure includes Rs. 11,000 per board meeting and Rs. 7,700 per committee meeting. The proposed remuneration will include sitting fees for board and committee meetings along with reimbursement of expenses.

The resolution, if passed by requisite majority, will be deemed passed on April 25, 2026. The results will be announced by April 27, 2026 and displayed on the company website, communicated to stock exchanges, and made available on CDSL's e-voting platform.