Kokuyo Camlin Limited has issued a postal ballot notice seeking shareholder approval for special resolutions regarding director remuneration packages for the financial year 2026-27. The notice, dated 24th February, 2026, was submitted to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Proposed Director Remuneration Packages

The company is seeking approval for three key remuneration proposals through special resolutions:

Chairman Remuneration Details

For Mr. Dilip D. Dandekar, the proposed remuneration of ₹16,00,000 per annum represents an increase from the previous year's ₹14,00,000, considering inflationary increases and associated cost impacts. The remuneration will be provided by way of perquisites including:

• Annual subscription towards club membership
• Provision of company car and driver with maintenance expenses
• Travel and accommodation expenses related to his role as Honorary Consul of the Consulate of Mongolia
• Expenses for participation in conferences and events of industry bodies
• Annual membership fees of Honorary Consular Corps Diplomatique-India and Consular Corps Association Mumbai

Vice Chairman Compensation Structure

Mr. Shriram S. Dandekar's remuneration package of ₹12,50,000 per annum remains unchanged from the previous financial year. The compensation includes perquisites such as:

• Annual subscription towards club membership
• Provision of company car and driver including maintenance expenses

Managing Director Salary Revision

The company proposes revised remuneration for Mr. Satish Veerappa for the period from 1st January, 2026 to 31st March, 2027:

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities to shareholders. The voting schedule is as follows:

Regulatory Compliance and Justification

The Board of Directors approved these remuneration proposals on 30th January, 2026, based on recommendations from the Remuneration & Nomination Committee and Audit Committee. As per Regulation 17(6)(ca) of SEBI Listing Regulations, special resolution approval is required when annual remuneration to a single non-executive director exceeds fifty percent of total annual remuneration payable to all non-executive directors.

Company Performance Context

The explanatory statement reveals that the company faced challenges in FY 2024-25, including moderated sales growth due to cautious consumer sentiment and competitive market pressures. Additionally, inventory discrepancies at one manufacturing facility resulted in a financial impact of ₹2,356.81 lakhs, adversely affecting the bottom line. The company has implemented corrective measures to strengthen governance and controls while focusing on innovation, market expansion, and operational excellence for future growth.

Kokuyo Camlin has delivered an exceptional financial performance in its third quarter, showcasing significant improvements across key profitability metrics. The company achieved a remarkable EBITDA of 115 million rupees compared to 4.4 million rupees in the corresponding quarter of the previous year, while simultaneously recording a net profit of 40 million rupees, marking a complete turnaround from the loss of 42 million rupees in the same period last year.

EBITDA Performance and Margin Expansion

The company's operational efficiency showed substantial improvement with EBITDA margin expanding significantly to 6.45% in the current quarter from 0.27% in the previous year's third quarter. This dramatic margin expansion reflects enhanced operational performance and cost management initiatives.

Financial Performance Overview

The company's comprehensive financial metrics demonstrate robust growth across all key parameters during the quarter under review.

Revenue Growth and Profitability Turnaround

The company's revenue performance showed positive momentum, with total revenue reaching 1.8 billion rupees in the third quarter, compared to 1.6 billion rupees in the corresponding period of the previous year. This revenue increase demonstrates the company's ability to expand its business operations and market presence.

The most notable aspect of Kokuyo Camlin's Q3 results is the complete reversal of its profit trajectory, successfully transforming from a loss-making position of 42 million rupees to achieving a net profit of 40 million rupees. The combination of revenue growth, EBITDA surge, and the shift to profitability indicates strengthened financial fundamentals and significant operational improvements across the company's business segments.