Praj Industries has issued a postal ballot notice dated 28th April, 2026, seeking shareholder approval for the appointment of Mr. Sachin Raole (DIN: 00431438) as Joint Managing Director (JMD) and Chief Financial Officer (CFO) for a five-year term commencing 30th April, 2026. The Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee at its meeting held on 28th April, 2026, approved the proposed appointment, which will supersede his existing tenure and terms as CFO and Director–Resources. Members are required to cast their votes via remote e-voting through the NSDL platform between 9.00 a.m. IST on Monday, 18th May, 2026 and 5.00 p.m. IST on Tuesday, 16th June, 2026.

Background and Appointment Rationale

Mr. Sachin Raole was first appointed to the Board on 16th January, 2017, and has 33 years of experience spanning finance, accounts, divestment, mergers and acquisitions, financial restructuring, treasury, and taxation. Shareholders had previously approved his appointment as CFO and Director–Resources at the 36th Annual General Meeting held on 4th August, 2022, for a five-year period commencing 1st August, 2022. The Board has cited the company's expanding scale of operations, increasing global presence, and growing complexity of the business environment as key factors necessitating the elevation of Mr. Raole to the role of Joint Managing Director. He holds 1,00,000 equity shares of ₹2/- each in the company on a self and beneficial basis.

Key Appointment Details

The following table summarises the key parameters of Mr. Raole's proposed appointment:

Proposed Remuneration Structure

The remuneration package recommended by the Nomination and Remuneration Committee and approved by the Board comprises fixed pay, performance-linked variable pay, commission, and perquisites. The monthly salary components are detailed below:

In addition to the monthly salary, Mr. Raole will be entitled to the following:

• Ex-gratia: Annual ex-gratia at 15% of basic salary
• Provident Fund: Company contribution at 12% of basic salary
• National Pension Scheme: Company contribution at 14% of basic salary
• Gratuity: At half month's salary per completed year of service (as per new Labour Code provisions)
• Performance Bonus/Variable Pay: Up to 75% of basic annual salary, as recommended by the Nomination and Remuneration Committee and approved by the Board
• Commission: Profit-based commission not exceeding 0.30% of consolidated profit after tax for the respective financial year
• Perquisites: Club membership (maximum two clubs in Pune), insurance premium not exceeding ₹2,00,000/- per annum, chauffeur-driven car, and telephone expense reimbursement
• Leave: 30 days per year of service, with accumulation and encashment as per company policy

Total Remuneration Cap

The overall remuneration limits approved by the Board are as follows:

In cases of inadequacy of profit or incurrence of loss during Mr. Raole's tenure, the remuneration as detailed above shall constitute the minimum remuneration payable for that particular financial year, irrespective of the quantum of profits. Shareholder approval by way of a Special Resolution is being sought to enable payment of remuneration in such scenarios, in accordance with the applicable provisions of the Companies Act, 2013 and Schedule V.

E-Voting Process and Key Dates

The postal ballot is being conducted exclusively through remote e-voting via the NSDL platform. The cut-off date for determining voting rights is Friday, 8th May, 2026. Key dates for the process are summarised below:

Mr. Nishad Umranikar (Membership No.: F4910, CP: 3070), Partner, MSN Associates, Company Secretaries, has been appointed as the Scrutinizer to conduct the ballot voting process. The Scrutinizer's report and voting results will be communicated to the stock exchanges and published on the company's website at www.praj.net and on the NSDL e-voting website. The Board has recommended the Ordinary Resolution for Item No. 1 (appointment) and the Special Resolution for Item No. 2 (remuneration terms) for approval by members.

Praj Industries Limited has announced a key leadership appointment, with the Board of Directors approving the appointment of Mr. Sachin Raole as Joint Managing Director & Chief Financial Officer. The decision was made at a board meeting held on April 28, 2026, based on recommendations from the Nomination and Remuneration Committee.

Postal Ballot Approval Process

The Board of Directors has approved a postal ballot notice to obtain shareholder approval for the appointment. The company will file the postal ballot notice with the stock exchanges in due course. This formal communication was sent to both the National Stock Exchange of India Ltd. and BSE Ltd. on April 28, 2026.

Appointment Details

The appointment is structured as a five-year term and is subject to shareholder approval through the postal ballot process. Key details of the appointment include:

Professional Background

Mr. Sachin Raole brings extensive experience to his new role, with a strong background in finance and accounting. His professional credentials include:

• Qualifications: Cost Accountant and Chartered Accountant
• Experience: 31 years in varied fields of finance and accounts
• Specializations: Divestment, mergers & acquisitions, financial restructuring, treasury, accounts and taxation
• Industry Experience: Manufacturing, project, financial services and pharmaceutical sectors
• Additional Expertise: Human Resources, materials, IT, legal & secretarial functions

Corporate Governance Compliance

The appointment follows proper corporate governance procedures under SEBI regulations. The company has made the required disclosures pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting commenced at 11.30 a.m. and concluded at 12.10 p.m. on April 28, 2026. The postal ballot notice was signed by Company Secretary & Compliance Officer Anant Bavare.

Next Steps

The appointment is contingent upon approval from the company's shareholders through the postal ballot process. Once approved, Mr. Raole will be re-designated as Joint Managing Director & Chief Financial Officer with effect from April 30, 2026. The company has confirmed that there are no relationships between directors in connection with this appointment.