Crompton Greaves Consumer Electricals Limited , a leading player in the consumer electricals sector, has initiated a significant move to strengthen its board composition and ensure strategic continuity. The company has issued a postal ballot notice seeking shareholder approval for the appointment of Mr. Sundaram Damodarannair as a Non-Executive Non-Independent Director.

A Transition in Leadership

Mr. Sundaram, who has served as an Independent Director for the past decade, is set to complete his second consecutive term on September 17, 2025. In a strategic move, Crompton Greaves is proposing to retain his expertise by transitioning him to a Non-Executive Non-Independent role until he reaches the retirement age of 75 years on April 16, 2028.

Rationale Behind the Move

The company cites several compelling reasons for this proposed appointment:

1. Continuity in a Board-Run Structure: As a professionally managed company without a promoter group, Crompton Greaves relies heavily on its board for strategic direction and continuity.

2. Navigating Leadership Transitions: The company has experienced multiple high-level departures recently, including the retirement of its former Chairman and the stepping down of its Managing Director. Mr. Sundaram's continued presence is expected to provide stability during this period of change.

3. Wealth of Experience: With a career spanning corporate finance, business performance, and strategy, particularly in his roles at Hindustan Unilever Limited, Mr. Sundaram brings invaluable expertise to the table.

4. Institutional Knowledge: His decade-long association with Crompton Greaves has given him deep insights into the company's operations, governance framework, and long-term strategy.

5. Commitment to Governance: Mr. Sundaram has demonstrated exemplary dedication, having attended all 225 Board and Committee meetings held during his tenure without seeking leave of absence even once.

Voting Process and Timeline

The e-voting period for this resolution runs from September 20 to October 19, 2025, with results to be announced by October 21, 2025. Shareholders are encouraged to participate in this crucial decision-making process.

Maintaining Board Independence

Despite this transition, Crompton Greaves assures that the board will continue to have a majority of Independent Directors, thereby maintaining strong governance practices and board independence.

Financial Implications

The company has stated that Mr. Sundaram will receive sitting fees and commission similar to other directors, with no change in the compensation structure. This ensures continuity in the remuneration policy while retaining his valuable expertise.

As Crompton Greaves embarks on its next phase of growth and transformation, this strategic board appointment aims to provide the stability and experienced guidance needed to navigate the challenges and opportunities ahead. Shareholders now have the opportunity to weigh in on this significant governance decision.

Crompton Greaves Consumer Electricals Ltd has announced a significant change in its leadership structure, appointing Mr. Sundaram Damodarannair as the new Chairman of the Board in a non-independent capacity. This move comes as Mr. Damodarannair's tenure as an Independent Director concludes after serving two consecutive five-year terms since August 2015.

Key Highlights of the Appointment

• New Role: Mr. Sundaram Damodarannair will serve as an Additional Non-Executive, Non-Independent Director and Chairman of the Board.
• Effective Date: The appointment takes effect from September 18, 2025.
• Term: Mr. Damodarannair will hold office until he reaches 75 years of age on April 15, 2028, subject to shareholder approval through postal ballot.

Board Restructuring and Committee Changes

The Board of Directors has approved several changes to strengthen the company's governance structure:

1. Committee Reconstitution: Five key committees have been restructured to include Mr. Damodarannair:

   • Audit Committee
   • Nomination & Remuneration Committee
   • Stakeholders' Relationship Committee
   • Corporate Social Responsibility Committee
   • Risk Management Committee

2. Board Diversity Policy: A new policy has been approved to enhance corporate governance, align with global best practices, and improve decision-making and risk management.

Mr. Damodarannair's Extensive Experience

Mr. Sundaram Damodarannair brings a wealth of experience to his new role:

• Career Highlights: Long-standing career at Hindustan Unilever Limited (HUL), where he served as CFO and Vice Chairman.
• International Exposure: Six years at Unilever, London, in various capacities.
• Awards: Two-time winner of the "CFO of the Year for FMCG Sector" award by CNBC TV18 (2006 and 2008).
• Current Roles: Serves on the boards of Infosys Limited, Zurich Kotak General Insurance Company (India) Limited, and Credila Financial Services Limited.
• Education: Post-graduate in Management Studies (MMS), Fellow of the Institute of Cost Accountants, and completed Harvard Business School's Advanced Management Program (AMP).

Implications for Crompton Greaves

This appointment marks a significant transition for Crompton Greaves Consumer Electricals Ltd. Mr. Damodarannair's extensive experience in corporate finance, business performance, and strategy is expected to contribute to the company's growth and governance. The restructuring of key committees and the introduction of a Board Diversity Policy demonstrate the company's commitment to enhancing its corporate governance framework.

Shareholders will have the opportunity to approve Mr. Damodarannair's appointment through a postal ballot, details of which will be circulated in due course. This change in leadership comes at a time when companies are increasingly focusing on strengthening their board structures and aligning with global best practices in corporate governance.