Balkrishna Industries has issued a comprehensive response to proxy advisory firm Institutional Investor Advisory Services (IIAS) following their recommendation against the reappointment of Chairman and Managing Director Arvind Poddar. The response, filed with stock exchanges on January 9, 2026, addresses concerns raised by IIAS regarding the postal ballot resolution dated December 19, 2025.

IIAS Concerns and Company Position

IIAS recommended voting against Resolution No. 1, which seeks to reappoint Arvind Poddar as Chairman and Managing Director for five years effective August 1, 2026. While supporting the revised pay structure, IIAS expressed concerns about uncapped reimbursement of travel, boarding, and lodging expenses for spouse and attendants, calling these "personal in nature." The proxy advisor also recommended setting performance thresholds for commission payouts.

Balkrishna Industries clarified that reimbursements cover expenses incurred during business trips only, not personal travel. The company emphasized this represents a standard executive perquisite across industries.

Historical Expense Data

The company provided detailed data on spouse-related travel expenses, demonstrating controlled usage of the facility:

The company noted that Poddar's spouse accompanies him only when necessary for business purposes, such as meeting foreign delegates or attending conferences. No attendants have accompanied the Chairman on business trips during this period.

Commission Structure Defense

Regarding commission payout concerns, Balkrishna Industries argued that commission as a percentage of net profits inherently links compensation to company performance. The company presented five-year financial performance data to support this position:

Performance-Linked Compensation

The company highlighted that commission constitutes over 85% of Poddar's total remuneration, representing significant variable pay tied to financial performance. Management noted that while absolute commission amounts increased with profit growth, the percentage of commission to profit before tax has remained relatively stable, even decreasing in recent years.

Balkrishna Industries emphasized that commission based on net profit percentage automatically adjusts to company performance, with lower profits resulting in reduced commission payouts. The company stated this structure satisfies performance-linking requirements without additional thresholds.

Shareholder Communication

The company expressed confidence that their clarifications address IIAS concerns and requested the proxy advisor revise their recommendation to support the resolution. Balkrishna Industries urged shareholders to consider the detailed response when exercising their voting rights on the postal ballot.

The response was signed by Company Secretary and Compliance Officer Vipul Shah and filed under Regulation 30 of SEBI listing regulations. The company maintains that both the expense reimbursement and commission structures represent standard industry practices aligned with shareholder interests.

Balkrishna Industries Limited has announced additional measures to address proxy advisory concerns regarding executive travel expense reimbursements. The tire manufacturer provided clarification on January 9, 2026, in response to IiAS VMS voting recommendations related to a postal ballot dated December 19, 2025.

Chairman's Travel Expense Commitment

The company disclosed that Mr. Arvind Poddar, Chairman and Managing Director, has provided a formal undertaking regarding travel expense reimbursements. The commitment establishes clear parameters for expense claims related to family accompaniment during business travel.

Response to Proxy Advisory Concerns

The clarification follows the company's earlier communication dated January 9, 2026, addressing concerns raised in the IiAS VMS voting recommendation report. Balkrishna Industries expressed confidence that this additional information would address the apprehensions and doubts highlighted by the proxy advisory firm.

The company has specifically requested that IiAS VMS revise its recommendation to vote 'FOR' the resolution in question, citing the new undertaking as sufficient clarification of the concerns raised.

Corporate Governance Framework

The announcement demonstrates the company's commitment to addressing shareholder and proxy advisory concerns through transparent disclosure and voluntary limitations on executive benefits. The formal undertaking provides a quantifiable framework for travel-related expense reimbursements.

Communication Details

Company Secretary and Compliance Officer Vipul Shah signed the communication, which was addressed to both BSE Limited and National Stock Exchange of India Limited. The disclosure maintains the company's commitment to regulatory compliance and stakeholder transparency in corporate governance matters.