Rain Industries Limited has issued a postal ballot notice seeking shareholder consent for the re-appointment of Mr. Robert Thomas Tonti as an Independent Director. The proposed term spans five years, from October 31, 2026, to October 30, 2031. This move ensures continuity in governance, leveraging Mr. Tonti’s extensive expertise in the company’s core operational domains, including petroleum coke calcining and energy production.

The re-appointment is subject to shareholder approval via a Special Resolution under Section 149 read with Schedule IV of the Companies Act, 2013. The process complies with Section 108 and Section 110 of the Act, Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Voting rights are determined based on shareholding as of the cut-off date, Friday, August 07, 2026.

Key Details of the Postal Ballot

The remote e-voting facility, managed by KFIN Technologies Limited (KFintech), will be active for a specific window. Shareholders must cast their votes electronically; physical ballot forms are not being dispatched in compliance with Ministry of Corporate Affairs (MCA) circulars.

Mr. DVM Gopal, Practising Company Secretary (Membership No. 6280), has been appointed as the Scrutinizer to ensure a fair and transparent voting process. In his absence, Ms. Ansu Thomas, Practising Company Secretary (Membership No. 8994), will serve as the alternate Scrutinizer. The Scrutinizer’s report will be submitted to the Chairman, and the results will be announced on or before September 11, 2026.

Profile and Justification for Re-appointment

The Nomination and Remuneration Committee and the Board of Directors recommended Mr. Tonti’s re-appointment following a positive performance evaluation. Mr. Tonti, aged 68, brings over 44 years of experience centered on the calcining of petroleum coke, energy production, oil refining, and aluminium smelting. He holds a Bachelor of Science in Chemical Engineering from Rensselaer Polytechnic Institute and an MBA from the International Institute for Management Development.

During the financial year ended December 31, 2025, Mr. Tonti received ₹8,00,000 as sitting fees and ₹2,30,000 as commission. He currently serves as an Independent Director on the boards of Rain Industries Limited, Rain CII Carbon (Vizag) Limited, and Rain Carbon Inc. Within Rain Industries Limited, he is a member of both the Audit Committee and the Nomination and Remuneration Committee. He does not hold any equity shares in the Company and is not related to any other Director or Key Managerial Personnel.

What the Numbers Show

The remuneration structure for Mr. Tonti reflects a standard compensation model for independent directors in industrial conglomerates, with sitting fees constituting the majority of his earnings. His continued tenure underscores the Board’s reliance on his specialized technical knowledge in energy and materials processing, which remains critical to the Company’s strategic operations. The absence of equity holdings reinforces his independence, aligning with regulatory requirements for unbiased oversight.

Shareholders are advised to register their email addresses with their Depository Participants or with KFintech if they have not done so already, to access the e-voting platform. The Postal Ballot Notice and explanatory statement are available on the Company’s website and the stock exchange portals.

Rain Industries will pay an interim dividend of ₹1.00 per equity share on August 28, 2026. The payout represents a 50% dividend on the face value of ₹2 per fully paid-up equity share for the financial year ending December 31, 2026. Shareholders whose names appear in the company’s register of members on the record date of August 14, 2026, are eligible to receive this distribution.

The Board of Directors approved the record date during a meeting held on August 6, 2026. This decision aligns with Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates timely disclosure of such corporate actions to listed entities. The intimation was submitted to both the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on the same day.

Dividend Eligibility and Payment Details

The company has communicated the specific parameters for the dividend distribution to the stock exchanges where its shares are listed. There is no book closure period specified for this interim dividend; instead, a single record date determines eligibility. Trades executed after the record date will not qualify for this specific interim payout.

Shareholders are advised that only those holding equity shares on August 14, 2026, will receive the dividend. The payment mechanism ensures clarity for investors regarding eligibility timelines and fund disbursement schedules.

Regulatory Compliance

The filing was authorized by S. Venkat Ramana Reddy, Company Secretary of Rain Industries Limited, ensuring adherence to statutory disclosure requirements. The company’s communication confirms that the dividend is declared for the financial year ending December 31, 2026, providing a direct return to shareholders who maintain their position through mid-August 2026.