Shareholders meeting

castrol.co.in 23 July 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra East, Mumbai – 400 Mumbai – 400 001 051 Scrip Code: 500870 Scrip Symbol: CASTROLIND Dear Sir/Madam, Subject.: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed Notice of Postal Ballot for seeking approval of the Shareholders of the Company for appointment of Mr. Saugata Basuray (DIN: 09522239) as Managing Director of the Company with effect from 1 June 2026 for a term of 5 (five) consecutive years by way of ordinary resolution. In conformity with the applicable regulatory requirements, the Notice of Postal Ballot is being sent only by electronic mode to those Shareholders, whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 17 July 2026 (‘cut-off date’) and whose e-mail addresses are registered with the Company/Depositories. Shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the enclosed Postal Ballot Notice. The Company has engaged the services of Central Depository Services (India) Limited for providing remote e-voting facility to the Shareholders. The e-voting will commence on Friday, 24 July 2026 from 9:00 A.M. IST and shall end on Saturday, 22 August 2026 at 5:00 P.M. IST. The results of Postal Ballot shall be declared by the Company on or before Tuesday, 25 August 2026. A copy of the Notice of Postal Ballot is enclosed herewith. The Notice is available on the Company's website at https://www.castrol.com/en_in/india/home/investors/general-meeting.html under Postal Ballot 2026. You are requested to kindly take the above information on record. Thank you. Yours faithfully, For Castrol India Limited Hemangi Ghag Company Secretary & Compliance Officer Encl.: As above Registered address: Castrol India Limited CIN: L23200MH1979PLC021359 Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400093 Tel: +91 22 7177 7111/ Fax: +91 22 6698 4101 Customer Service Toll Free No: 1800222100 / 18002098100 CASTROL INDIA LIMITED CIN: L23200MH1979PLC021359 Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 Website: www.castrol.co.in E-mail Id: investorrelations.india@castrol.com Tel: +91 22 7177 7111 NOTICE OF POSTAL BALLOT INDEX Sl. No. Section Page No. 1. Notice of Postal Ballot 2 2. Explanatory Statement 4 3. Annexure- Details of Director seeking appointment 8 4. Brief Profile of Mr. Saugata Basuray 10 5. Statutory Notes 11 6. Procedure for E-Voting 13 Particulars Type of Resolution Appointment of Mr. Saugata Basuray (DIN: 09522239) as Managing Ordinary Director of the Company with effect from 1 June 2026 for a term of 5 (five) consecutive years. Postal Ballot/E-Voting Timelines Cut-off date for E-voting 17 July 2026 E-voting starts on 24 July 2026 E-voting ends on 22 August 2026 Results On or before 25 August 2026 NOTICE OF POSTAL BALLOT [Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and applicable Circulars issued by the Ministry of Corporate Affairs] Dear Shareholders, NOTICE is hereby given that pursuant to and in compliance with the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), read with General Circular No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, 09/2024 dated 19 September 2024 and the latest being 03/2025 dated September 22, 2025 and other relevant circulars, issued in this regard by the Ministry of Corporate Affairs (‘MCA’) (collectively referred to as the ’MCA Circulars’), Secretarial Standard-2 (‘SS-2’) on General Meetings issued by the Institute of Company Secretaries of India, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Ordinary Resolution as set out below in this Notice is proposed for approval by the Shareholders of the Company through Postal Ballot by remote E-voting process (’E-voting’). This Notice is to be read together with the explanatory statement provided hereunder. SPECIAL BUSINESS: 1. Appointment of Mr. Saugata Basuray (DIN: 09522239) as Managing Director of the Company with effect from 1 June 2026 for a term of 5 (five) consecutive years. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Schedule V and other applicable provisions of the Companies Act, 2013, Regulation 17(1C) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company, Nomination and Remuneration policy of the Company and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, approval of the Shareholders be and is hereby accorded for the appointment of Mr. Saugata Basuray (DIN: 09522239) as Managing Director of the Company with effect from 1 June 2026 for a term of 5 (five) consecutive years ending on 31 May 2031, not liable to retire by rotation, on the terms and conditions of appointment and remuneration as set out in the explanatory statement annexed to the Notice with powers to the Board of Directors to alter and vary the terms and conditions of the said appointment including remuneration (within the limits set out in the explanatory statement annexed) in accordance with the Act and SEBI Listing Regulations, in such a manner as may be agreed to between the Board of Directors and Mr. Saugata Basuray. RESOLVED FURTHER THAT the overall remuneration payable to Mr. Saugata Basuray, Managing Director of the Company, during his tenure, shall not exceed the limits specified under the provisions of Section 197 read with the Rules made thereunder, Schedule V and other applicable provisions of the Act and that in the event the remuneration payable or paid exceeds the prescribed limits or in case of absence or inadequacy of profits in any financial year, such remuneration shall be subject to receipt of necessary statutory approvals. RESOLVED FURTHER THAT the Board of Directors (except Mr. Saugata Basuray), Vice President – People & Culture, Managing Counsel and the Company Secretary & Compliance Officer, of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.” On behalf of the Board of Directors Sd/- Hemangi Ghag Company Secretary & Compliance Officer Membership No.: FCS 9329 Place : Mumbai Date : 28 May 2026 Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 EXPLANATORY STATEMENT Pursuant to Section 102(1) of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 and Secretarial Standard-2 on General Meetings, forming part of the Notice The following statement sets out all material facts relating to the Special Business mentioned in the Notice: Background and Basis of Appointment: Mr. Saugata Basuray was appointed as the Wh [Showing first 8,000 characters — download PDF for full document]