Amara Raja Energy & Mobility Limited has issued a postal ballot notice seeking shareholder approval for the re-appointment of Mr. Annush Ramasamy as an Independent Director for a second consecutive term. The notice, dated February 11, 2026, was sent to stock exchanges on February 26, 2026, in compliance with Regulation 30 of SEBI Listing Regulations.

Re-appointment Details

The company is seeking approval for Mr. Annush Ramasamy's (DIN: 01810872) re-appointment as an Independent Director for a second consecutive term of five years. His current term concludes on June 11, 2026, and the proposed new term would run from June 12, 2026 to June 11, 2031.

E-voting Schedule and Process

The company has implemented a remote e-voting process through National Securities Depository Limited (NSDL) for shareholder participation. The voting is restricted to members whose names appear on the register as of the cut-off date.

Director Profile and Contributions

Mr. Ramasamy, aged 51 years, holds a Mechanical Engineering degree from PSG College of Technology and an MBA in Strategy and Manufacturing Management from RIT, Rochester, New York. He currently serves as President & Managing Director of Sri KumaraGuru Mill Limited, part of the KG Group with core business in textiles and private equity investments.

During his current tenure, Mr. Ramasamy has provided strategic guidance and oversight to the Board. He serves as Chairman of the Nomination & Remuneration Committee and Stakeholders' Relationship Committee, while also being a member of multiple other committees including Audit Committee, Risk Management Committee, Corporate Social Responsibility Committee, and Loan & Investment Committee.

Remuneration and Attendance

As an Independent Director, Mr. Ramasamy receives sitting fees and commission as remuneration. His compensation details and board meeting attendance record demonstrate active participation in company governance.

Compliance and Documentation

The Board has evaluated Mr. Ramasamy's performance, independence, and time commitment in line with identified Board competencies. He has submitted all required declarations including consent to act as Director, Form MBP-1 for interest disclosure, Form DIR-8 confirming no disqualification, and independence criteria confirmation under Section 149 of the Companies Act, 2013.

The company has appointed Mr. R Sridharan from M/s. R Sridharan & Associates, Company Secretaries, Chennai, as Scrutinizer for conducting the postal ballot process. The resolution requires approval as a Special Resolution, and the Board unanimously recommends the proposal for shareholder approval.

Amara Raja Energy & Mobility Limited's board of directors addressed a regulatory compliance issue during their meeting held on February 11, 2026, reviewing a fine levied by the National Stock Exchange of India Limited for delayed XBRL filing compliance.

Fine Details and Compliance Issue

The National Stock Exchange imposed a fine on the company for non-compliance with SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The specific violation pertained to Regulation 23(9) regarding Related Party Transactions XBRL filing for the quarter ended September 30, 2025.

Company's Explanation and Response

The company filed the Related Party Transactions XBRL as part of the Integrated Financials XBRL with BSE within the stipulated timeline on November 6, 2025, coinciding with the Board Meeting date. However, due to an inadvertent oversight, the company assumed that the filing was API-integrated and that submission to one Stock Exchange would satisfy compliance requirements for both exchanges.

Upon realizing the error, Amara Raja Energy & Mobility promptly filed the requisite XBRL with NSE on November 7, 2025, resulting in a one-day delay. The company has paid the stipulated fine and submitted a waiver application explaining the bona fide nature of the delay, emphasizing no intent to deviate from the applicable regulatory framework.

Regulatory Update and Board Actions

The NSE subsequently informed via email dated January 2, 2026, about the extension of a single filing system for Integrated filing (financials) XBRL, meaning filing on one stock exchange will suffice going forward. This development validates the company's initial assumption, though it came after the compliance deadline.

The board acknowledged that the delay was unintentional and resulted from inadvertent oversight. In response, the board has advised strengthening internal compliance monitoring and review mechanisms to prevent recurrence of such issues.

Compliance Commitment

Amara Raja Energy & Mobility reaffirmed its continued commitment to comply with all applicable laws and regulatory requirements in letter and spirit. The company confirmed that necessary measures have been undertaken to further strengthen its compliance processes, demonstrating proactive steps toward enhanced regulatory adherence.