Inter State Oil Carrier Limited board approved a revision in the terms of remuneration for Managing Director Sanjay Jain, introducing a profit-linked commission component. The change is effective from April 1, 2026, and remains subject to approval by members via a postal ballot.

The revision was recommended by the Nomination and Remuneration Committee and approved by the Audit Committee and Board of Directors. This adjustment applies to the remaining period of Jain's current tenure, which runs through July 31, 2028. All other terms and conditions of his appointment remain unchanged.

Governance and procedural updates

The board also approved related party transactions and set the cut-off date for determining member eligibility for the postal ballot as October 9, 2026. The draft Postal Ballot Notice, including the Explanatory Statement and remote e-voting details, was approved for circulation.

Key appointments for the voting process include:

• Scrutinizer: M/s. Rantu Das & Associates, Company Secretaries.
• E-Voting Agency: Central Depository Services (India) Limited (CDSL).

Postal ballot timeline

The company disclosed a tentative calendar for the postal ballot process to ensure transparency in the approval mechanism for the remuneration changes.

Leadership context

Sanjay Jain has over 33 years of experience in the transportation industry. He was re-appointed as Managing Director for a three-year term from August 1, 2025, to July 31, 2028, at the 41st Annual General Meeting. He is the father of Siddhant Jain, the Whole-Time Director of the company.

Inter State Oil Carrier Limited promoter Shanti Lal Jain disposed of 54,409 equity shares, representing 1.0899% of the total paid-up capital, by way of gift to his son and Managing Director Sanjay Jain on September 23, 2026. Consequently, Shanti Lal Jain's shareholding in the company has become Nil.

This transaction is part of a broader internal consolidation within the promoter group. Earlier disclosures confirmed that Sanjay Jain acquired a total of 1,66,454 equity shares (3.33% of paid-up capital) via off-market gifts from family members acting in concert. The acquisition raised Sanjay Jain's total holding to 10,47,936 equity shares, constituting approximately 20.99% of the company's paid-up share capital.

Details of the Acquisition

The shares were transferred from two individuals acting in concert with the promoter group. Mrs. Gunmala Devi Jain gifted her entire holding to her son, while Mr. Shanti Lal Jain transferred a portion of his holding to his son. The breakdown of the gift transfer is as follows:

The total equity share capital of Inter State Oil Carrier remains unchanged at ₹4,99,23,000, comprising 49,92,300 equity shares of ₹10 each. The acquisition did not involve any cash consideration as it was a transfer by way of gift for NIL consideration.

Shareholding Pattern Shift

Prior to these transactions, Sanjay Jain held 8,81,482 equity shares, accounting for 17.66% of the paid-up capital. The receipt of gifted shares has consolidated his position within the promoter group, which also includes Sunita Jain, Siddhant Jain, and Amann Jain.

Notably, following the disposal of shares by way of gift, both Gunmala Devi Jain and Shanti Lal Jain have exited direct ownership. Gunmala Devi Jain gifted 1,12,045 shares, and Shanti Lal Jain gifted 54,409 shares, reducing their respective holdings to Nil. This confirms the complete exit of two promoter family members from direct equity ownership, transferring their entire stakes to the Managing Director.

What the Numbers Show

The shift in ownership from Gunmala Devi Jain and Shanti Lal Jain to Sanjay Jain represents an internal consolidation of promoter holdings rather than an external market purchase. Since both donors are listed as Persons Acting in Concert (PAC) with the acquirer, this move centralizes voting power with the Managing Director without altering the overall promoter group's aggregate stake in the company.

The exit of both Gunmala Devi Jain and Shanti Lal Jain reduces the number of individual promoters holding direct equity, concentrating control further with Sanjay Jain. While the aggregate promoter holding remains stable, the structural change simplifies the promoter group's composition by removing two direct shareholders.