5443642026-04-155443642026-04-152026-04-15ResolutionOrAgendaDomain15443642026-04-15ResolutionOrAgendaDomain1iso4217:INRxbrli:pureINDEF MANUFACTURING LIMITEDBAJAJINDEFNew2026-04-1517:19:00Postal BallotPostal Ballot1Thursday2026-04-162026-05-151Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRemunerationTo consider and if thought fit, to pass the following resolution as a Special Resolution: Revision in remuneration of Shri Amit Bhalla (DIN: 08215712), Managing Director “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Articles of Association of the Company, consent of the Members be and is hereby accorded for revision in the fixed remuneration of Shri Amit Bhalla (DIN: 08215712), Managing Director of the Company, from ₹1,33,92,000/- (Rupees One Crore Thirty Three Lakh Ninety Two Thousand Only) to ₹1,44,63,360/- (Rupees One Crore Forty Four Lakh Sixty Three Thousand Three Hundred and Sixty Only) per annum with effect from April 01, 2025. RESOLVED FURTHER THAT pursuant to the provisions of Sections 197 read with Schedule V and other applicable provisions, if any, of the Act, consent of the Members be and is hereby accorded for: (a) Ratification as per the explanatory statement w.r.t the payment of performance-linked incentive of ₹70,00,000/- (Rupees Seventy Lakh Only) made pertaining to the financial year 2024–25, which was paid during the financial year 2025–26; and (b) Approval of payment of performance-linked incentive of up to ₹75,00,000/- (Rupees Seventy-Five Lakh Only) for the financial year 2025–26, payable in the financial year 2026–27, based on performance evaluation. RESOLVED FURTHER THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, consent of the Members be and is hereby accorded for revision and payment of remuneration to Shri Amit Bhalla, Managing Director, during the remaining tenure of his appointment, including in the event of absence or inadequacy of profits, as may be determined by the Board of Directors of the Company from time to time, on the recommendation of the Nomination and Remuneration Committee, subject to an overall maximum ceiling not exceeding ₹4,00,00,000/- (Rupees Four Crore Only) per annum, comprising salary, perquisites, allowances, performance-linked incentive and all other components permissible under the Act. RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to take all such steps, actions and do all such acts, deeds and things as may be necessary to give effect to this resolution.”Executive DirectorAmit Bhalla082157122024-10-012027-09-3014463360