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Cummins India Ltd. — Proxy Solicitation & Information Statement 2026
Mar 18, 2026
60943_rns_2026-03-18_19e89742-7ad9-4db9-9c51-c78a4468fdac.pdf
Proxy Solicitation & Information Statement
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Ref: STEX/SECT/2026 March 18, 2026
| BSE Limited P. J. Towers Dalal Street, Fort Mumbai – 400 001 BSE Scrip Code:500480 |
National Stock Exchange of India Limited Exchange Plaza, 5thFloor, Plot No. C/1, G Block, Bandra – Kurla Complex Bandra (East), Mumbai – 400 051 NSE Symbol:CUMMINSIND |
|---|---|
Sub: Notice of Postal Ballot
Dear Sir/ Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of Postal Ballot (‘Notice’), seeking approval of Members of the Company, by voting through electronic means (“remote e-voting”) only, for the following item of special business:
| Sr. no. | Particulars of Resolution | Type of Resolution |
|---|---|---|
| 1. | Approval for revision in remuneration of Ms. Shveta Arya (DIN: 08540723), Managing Director of the Company |
Ordinary |
Pursuant to the General Circular no. 03/2025 dated September 22, 2025 issued by Ministry of Corporate Affairs (‘MCA’) read with other relevant circulars issued in this regard (hereinafter collectively referred to as “the Circulars”) or any further amendment(s) or modification(s) thereof from time to time, the Notice of Postal Ballot has been sent today i.e. on Wednesday, March 18, 2026 only through electronic mode on the registered e-mail addresses of the Members of the Company, registered with the Company / Registrar and Share Transfer Agent / Depositories.
The remote e-voting facility to enable the members to cast their vote in electronic mode is provided through the Registrar and Share Transfer Agent (RTA) of the Company i.e., MUFG Intime India Private Limited vide InstaVote . All the Individual Members holding shares in demat mode, may cast their vote electronically through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs). All the Members other than Individual Members holding shares in demat mode and all Members holding shares in physical mode, may cast their vote electronically through remote e-voting platform provided by RTA through InstaVote at https://instavote.linkintime.co.in.
The details of remote e-voting period are as under:
| Commencement of e-Voting | Sunday, March 22, 2026, at 09:00 a.m. (IST) |
|---|---|
| End of e-Voting | Monday, April 20, 2026, at 05:00 p.m. (IST) |
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276
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The Cut-off Date for sending the Notice and determining eligibility of members to cast their vote on resolution proposed in Notice of Postal Ballot through remote e-voting is Friday, March 13, 2026.
The Notice of Postal Ballot is available on the website of the Company at www.cumminsindia.com, and is being uploaded on the website of the Stock Exchanges, i.e., on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively, and on the website of RTA at https://instavote.linkintime.co.in.
Further, M/s. Mehta & Mehta, Company Secretaries, Pune, have been appointed as the Scrutinizer to conduct the Postal Ballot activity through remote e-voting process in fair and transparent manner. Result of the remote e-voting will be declared within two working days from the end of remote e-voting period by placing it along with Scrutinizer’s report on the Company’s website and on the website of the Stock Exchanges, i.e. BSE and NSE.
This intimation is also being uploaded on the website of the Company at www.cumminsindia.com.
Kindly take this intimation on your record.
Thanking you.
Yours truly, For Cummins India Limited
Vinaya Digitally signed by Vinaya Abhijit Abhijit Joshi Joshi Date: 2026.03.18 19:04:01 +05'30' Vinaya A. Joshi Company Secretary & Compliance Officer Membership No.: A25096
Encl.: Notice of Postal Ballot
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276
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Cummins India Limited
(CIN: L29112PN1962PLC012276) Registered Office: Cummins India Office Campus, Tower A, 5[th] Floor, Survey No. 21, Balewadi, Pune 411 045 Telephone: 020 67067000; Fax: 020 67067015 Website: www.cumminsindia.com
E-mail: [email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 and 108 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]
To,
The Members of Cummins India Limited,
NOTICE is hereby given that pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with the Companies (Management and Administration) Rules, 2014, and other applicable provisions of the Act, Rules made thereunder, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), Secretarial Standard on General Meetings (“Secretarial Standard-2” or “SS-2”) issued by the Institute of Company Secretaries of India (‘ICSI’) read with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal ballot process through e-voting vide general circulars issued by MCA, including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force, the Company seeks approval of the Members, for the following item of business through Postal Ballot which shall mean voting only by way of electronic means through remote e-voting facility in compliance with Section 108 of the Act, from Sunday, March 22, 2026 (9:00 AM IST) to Monday, April 20, 2026 (5:00 PM IST).
The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act read with the Rules made thereunder pertaining to the Resolution setting out the material facts and the reasons thereof is appended to this Notice.
SPECIAL BUSINESS:
1. Approval for revision in remuneration of Ms. Shveta Arya (DIN: 08540723), Managing Director of the Company
To consider and, if thought fit, to pass the following resolution as Ordinary Resolution:
“RESOLVED THAT in partial modification to the earlier resolution passed by way of an Ordinary Resolution through postal ballot on October 17, 2024, and pursuant to provisions of Sections 196, 197, 198, and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with Schedule V of the Act and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company and subject to such other approvals, as may be necessary, and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded for revision in the maximum remuneration payable to Ms. Shveta Arya (DIN: 08540723),
POSTAL BALLOT NOTICE | 1
Managing Director of the Company with effect from April 01, 2026, for the remaining tenure of her present term, i.e., up to August 31, 2027, details of which are set out in the explanatory statement annexed hereto AND THAT all other terms and conditions of her appointment as previously approved by the Members, shall remain unchanged for her remaining tenure.
RESOLVED FURTHER THAT the Board of Directors on recommendation of the Nomination and Remuneration Committee, be and are hereby authorized to alter and vary the terms and conditions of appointment and/ or remuneration to the extent it may deem appropriate, subject to the same not exceeding the overall limits specified under Section 197 read with Schedule V of the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and/ or any guidelines prescribed by the Central Government from time to time.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and are hereby authorized to execute all such agreements, documents, instruments as deemed necessary, file requisite forms or applications with statutory/ regulatory authorities and shall decide the manner of payment of remuneration and other benefits and to do all such acts, deeds, matters and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard.”
Registered Office: Cummins India Office Campus, Tower A, 5[th] Floor, Survey no. 21, Balewadi, Pune 411 045
By Order of the Board, For Cummins India Limited,
Place: Pune Date: March 11, 2026
Vinaya Joshi Company Secretary and Compliance Officer Membership No.: A25096
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NOTES:
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A. The Explanatory Statement pursuant to Section 102 and Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, along with statement of additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard-2 stating material facts and reasons for the proposed resolution, in respect of Special Business of the Notice, is annexed hereto.
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B. General instructions to the Members participating in the Postal Ballot through remote e-voting facility:
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In compliance with Sections 108 and 110 of the Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations, read with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/ conducting postal ballot process through e-voting vide General Circular 03/ 2025 dated September 22, 2025, issued by MCA read with other relevant circulars issued in this regard (hereinafter collectively referred to as “the Circulars”) or any further amendment(s) or modification(s) thereof from time to time, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) vide InstaVote, Registrar and Share Transfer agent of the Company (RTA) to provide e-voting facility.
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In compliance with the aforesaid Circulars, the Notice of the Postal Ballot is being sent by electronic mode to the members on their registered e-mail ID with the Depositories/ RTA. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
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Members may note that the Notice of Postal Ballot will also be available on the Company’s website www.cumminsindia.com, on the websites of the Stock Exchanges i.e. BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) at www.bseindia.com and www.nseindia.com respectively and on the website of the e-voting service provider, MUFG Intime India Private Limited (InstaVote) or (MUFG InTime) at https://instavote.linkintime.co.in/.
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Institutional/ Corporate Shareholders (i.e., other than individuals/ HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or Governing Body Resolution/ Authority Letter etc., with attested specimen signature of duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and [email protected].
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The Company has fixed Friday, March 13, 2026, as the ‘Cut-off Date’ for the purpose of remote e-voting. The voting rights of members shall be in proportion to the equity shares held by the members in the paid-up equity share capital of the Company as on Cut-off Date. A person, whose name is recorded in the register of members of the Company and/ or in the List of Beneficial Owners maintained by the Depositories as on the Cut-off Date shall only be entitled to cast their vote through remote e-voting.
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A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date shall be entitled to avail the facility of remote e-voting during the Postal Ballot process. Members would be able to cast their votes and convey their assent / dissent to the proposed resolution only through the remote e-voting process. A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.
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As the Notice of the Postal Ballot is being sent only by e-mail to the Members, whose e-mail IDs are registered with the Company/ Depositories. Members, whose e-mail ID is not registered with the Company or with their respective Depository Participant (DP), and who wish to receive electronic copy of the notice of the postal ballot can send their request to the Company on [email protected].
Members are requested to register the e-mail ID with their respective DPs, in respect of electronic holding and with the Company/ RTA in respect of physical holding, by submitting Form ISR-1 duly filled and signed by the holders.
POSTAL BALLOT NOTICE | 3
- Members shall vote electronically by following the detailed procedure/ instructions as mentioned in Point ‘C’. The remote e-voting facility will be available during the following period:
| Commencement of Remote E-Voting | End of Remote E-Voting |
|---|---|
| Sunday, March 22, 2026 (9:00 AM IST) Monday, April 20, 2026 (5:00 PM IST) |
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Members desiring to exercise their vote should cast their vote during this period. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date.
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The Company has appointed MUFG Intime India Private Limited, as its Registrar and Share Transfer Agent (RTA). All correspondence relating to transfer and transmission of shares, sub-division of shares, issue of duplicate share certificates, change of address, dematerialization of shares, payment of dividend etc. will be attended to by RTA at the following address:
MUFG Intime India Private Limited
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Unit: Cummins India Limited
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C-101, 1[st] Floor, 247 Park L.B.S. Marg, Vikhroli (West), Mumbai 400083
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Phone No.: (+91) 81081 16767; Fax No.: (022) 49186060
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Contact person: Mr. Jayprakash VP
E-mail: [email protected] and [email protected]
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Members may please note that SEBI vide its Master circular no. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated February 06, 2026, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR – 4 / ISR – 5. It may be noted that any service request can be processed only after the folio is KYC Compliant.
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With reference to above point, SEBI has mandated furnishing the following information by holders of securities in physical form:
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a. Valid PAN i.e. PAN linked with Adhaar;
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b. Choice of nomination – registration by submitting Form SH-13 or Declaration to opt-out nomination by submitting Form ISR-3;
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c. KYC Details that includes:
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i) contact details - i.e. present postal address with PIN code and mobile number in all cases and e-mail ID for availing online services;
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ii) bank account details – i.e. bank and branch name, bank account number, IFSC code;
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iii) specimen signature – by submitting duly attested Form ISR-2.
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The SEBI Circular further mandates that any service request or grievance shall be entertained or any payment, including payment of dividends, shall be made only through electronic mode to the security holders holding securities in physical or demat form, only upon furnishing of the Valid PAN and updating the KYC details, as mentioned above, against their respective folios. Kindly note that, pursuant to the SEBI circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/81 dated June 10, 2024, the condition of furnishing or updating of ‘Choice of Nomination’ against your folio has been relaxed and any service request or grievance shall be entertained or payment of dividend etc. shall be made if all other mandatory information, except the Choice of Nomination, has been furnished. However, the shareholders are encouraged, in their own interest, to provide or update the ‘Choice of Nomination’ against the folio for ensuring smooth transmission of securities. You are requested to forward the duly filled in Form ISR-1, Form ISR-2 and Form
4 | CUMMINS INDIA LIMITED
SH-13/ Form ISR-3 along with the related proofs mentioned in the respective forms as the earliest. The format of all above service request ISR forms, is available on the Company’s website at https://www.cummins.com/en/in/ investors/india-investors-notices and on the website of the Company’s RTA, i.e., MUFG Intime India Private Limited, at https://web.in.mpms.mufg.com/KYC-downloads.html.
- Opening of special window for transfer and dematerialization of physical securities:
Pursuant to SEBI Circular no. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, to facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them, a special window for transfer and dematerialization (“demat”) of physical securities which were sold/ purchased prior to April 01, 2019, has been opened for a period of one year from February 05, 2026, till February 04, 2027.
The special window shall be available for transfer requests which were submitted earlier and were rejected/ returned/ not attended due to deficiency in the documents/ process/ or otherwise.
Eligible shareholders are hereby requested to contact our RTA at the contact details provided at Note no. 10.
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Relevant documents as referred to in this Notice and Explanatory Statement pursuant to Section 102 of the Act, will be available for inspection electronically from date of the circulation of this Notice up to the last date of remote e-voting. Members seeking to inspect such documents can send an e-mail request on [email protected].
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Members may send their queries related to item(s) included in the Notice of Postal Ballot on the e-mail [email protected] from their registered e-mail ID, mentioning their name, folio number/ DP ID-Client ID as applicable, mobile number.
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M/s. Mehta & Mehta, Company Secretaries, Pune, have been appointed as the Scrutinizer to scrutinize the e-voting process i.e., vote casted through remote e-voting, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the vote shall be final. Scrutinizer will submit report to the Chairperson or the Company Secretary as authorized by the Board after completion of the scrutiny of the votes cast by the remote e-voting facility. The results of the Postal Ballot remote e-voting will be declared within two working days from the end of remote e-voting period by placing it, along with the scrutinizer’s report, on the Company’s website www.cumminsindia.com, on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively.
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The Resolution as set out in the Notice, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Monday, April 20, 2026.
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Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.
POSTAL BALLOT NOTICE | 5
C. Remote E-Voting Instructions:
In terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and e-mail ID correctly in their demat accounts to access remote e-voting facility.
Login method for Individual shareholders holding securities in demat mode:
- l Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL OTP based login
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a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
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b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
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c) Enter the OTP received on your registered e-mail ID/ mobile number and click on login.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-voting services under Value added services. Click on “Access to e-voting” under e-voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - NSDL IDeAS facility
Shareholders registered for IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.
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c) Post successful authentication, you will be able to see e-voting services under Value added services section. Click on “Access to e-voting” under e-voting services.
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d) Click on “MUFG InTime” or “e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for IDeAS facility:
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a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
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b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account/ generate ‘OTP’.
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d) Post successful registration, user will be provided with Login ID and password.
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e) Follow steps given above in points (a-d) of Shareholders registered for IDeAS facility.
Shareholders/ Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
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6 | CUMMINS INDIA LIMITED
METHOD 3 - NSDL e-voting website
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a) Visit URL: https://www.evoting.nsdl.com.
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b) Click on the “Login” tab available under ‘Shareholder/ Member’ section.
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c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/ OTP and a Verification Code as shown on the screen & click on “Login”.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-voting services under Value added services. Click on “Access to e-voting” under e-voting services.
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e) Click on “MUFG InTime” or “e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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l Individual Shareholders holding securities in demat mode with CDSL
METHOD 1 - CDSL e-voting page
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a) Visit URL: https://www.cdslindia.com.
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b) Go to e-voting tab.
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c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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d) System will authenticate the user by sending OTP on registered Mobile Number and E-mail ID as recorded in Demat Account.
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e) Post successful authentication, user will be able to see e-voting option. The e-voting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - CDSL Easi/ Easiest facility:
Shareholders registered for Easi/ Easiest facility:
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a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.
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b) Enter existing username, Password & click on “Login”.
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c) Post successful authentication, user will be able to see e-voting option. The e-voting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for Easi/ Easiest facility:
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a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
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b) Proceed with updating the required fields for registration.
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c) Post successful registration, user will be provided username and password on the registered e-mail ID. Follow steps given above in points (a-c) of Shareholders registered for Easi/ Easiest facility.
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l Individual Shareholders holding securities in demat mode using Depository Participant
Individual shareholders can also login using the login credentials of demat account through depository participant (DP) registered with NSDL/ CDSL for e-voting facility.
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a) Login to DP website.
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b) After Successful login, user shall navigate through “e-voting” option.
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c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
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d) Post successful authentication, click on “MUFG InTime” or “e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
POSTAL BALLOT NOTICE | 7
- l Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.
Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the Cut-off Date for e-voting may register and vote on InstaVote as under:
STEP 1: LOGIN/ SIGNUP to InstaVote
Shareholders registered for INSTAVOTE facility:
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a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
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b) Enter details as under:
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User ID: Enter User ID
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Password: Enter existing Password
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Enter Image Verification (CAPTCHA) Code
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Click “Submit”
(Home page of e-voting will open. Follow the process given under “Steps to cast vote for Resolutions”)
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----- Start of picture text -----
User ID is 8 Character DP ID followed by 8 Digit Client ID
NSDL
(e.g. IN123456) and 8 digit Client ID (eg.12345678)
CDSL User ID is 16 Digit Beneficiary ID
Shares held in
User ID is Event No + Folio no. registered with the Company
InstaVote USER ID physical form
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Shareholders not registered for INSTAVOTE facility:
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a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
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A. User ID: Enter User ID.
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B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP) / Company shall use the sequence number provided to you, if applicable.
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C. DOB/ DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/ Company - in DD/MM/YYYY format).
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D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.
Note:
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Shareholders holding shares in NSDL form, shall provide ‘D’ above
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Shareholders holding shares in CDSL form, shall provide ‘C’ or ‘D’ above
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Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
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b) Set the password of your choice.
(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
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c) Enter Image Verification (CAPTCHA) Code.
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d) Click “Submit” (You have now registered on InstaVote).
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Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b) of Shareholders registered for INSTAVOTE facility.
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STEP 2: Steps to cast vote for Resolutions through InstaVote
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A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.
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B. Select ‘View’ icon. E-voting page will appear.
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C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
l Guidelines for Institutional shareholders (“Custodian/ Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body / Mutual Fund Registration
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A. Visit URL: https://instavote.linkintime.co.in.
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B. Click on “Sign Up” under “Custodian / Corporate Body / Mutual Fund”.
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C. Fill up your entity details and submit the form.
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D. A declaration form and organization ID is generated and sent to the Primary contact person e-mail ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory/ Director/ Company Secretary of the entity & stamped and sent to [email protected].
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E. Thereafter, login credentials (User ID; Organisation ID; Password) are sent to Primary contact person’s e-mail ID. (You have now registered on InstaVote).
STEP 2 – Investor Mapping
-
A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
-
B. Click on “Investor Mapping” tab under the Menu Section.
-
C. Map the Investor with the following details:
-
1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
-
2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
-
3) ‘Investor PAN’ - Enter your 10-digit PAN.
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4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution / Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID. Further, Custodians and Mutual Funds shall also upload specimen signatures.
- D. Click on Submit button. (The investor is now mapped with the Custodian/ Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.
POSTAL BALLOT NOTICE | 9
STEP 3: Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
-
a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
-
b) Click on “Votes Entry” tab under the Menu section.
-
c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
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d) Enter “16-digit Demat Account No.”.
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e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
-
f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
METHOD 2 - VOTES UPLOAD
-
a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
-
b) After successful login, you will see “Notification for e-voting”.
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c) Select “View” icon for “Company’s Name / Event number”.
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d) E-voting page will appear.
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e) Download sample vote file from “Download Sample Vote File” tab.
-
f) Cast your vote by selecting your desired option ‘Favour / Against’ in the sample vote file and upload the same under “Upload Vote File” option.
-
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
-
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
NOTE: Non-Individual Body Corporate and Institutional Shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the Scrutinizer at [email protected] with a copy marked to RTA at [email protected] and the Company at [email protected].
Helpdesk:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
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Login Type Helpdesk Details
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| Login Type | Helpdesk Details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending request [email protected] call at: 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending request [email protected] contact at toll free no. 1800 22 55 33 |
10 | CUMMINS INDIA LIMITED
Forgot Password:
- a) Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in.
-
Click on “Login” under ‘SHARE HOLDER’ tab.
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Click “forgot password?”
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
-
Click on “SUBMIT”.
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----- Start of picture text -----
User ID is 8 Character DP ID followed by 8 Digit Client ID
NSDL
(e.g. IN123456) and 8 digit Client ID (eg.12345678)
CDSL User ID is 16 Digit Beneficiary ID
Shares held in
User ID is Event No + Folio no. registered with the Company
InstaVote USER ID physical form
----- End of picture text -----
-
b) In case Custodian / Corporate Body / Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in.
-
Click on ‘Login’ under “Custodian/ Corporate Body/ Mutual Fund” tab.
-
Click “forgot password?”
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Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
-
Click on “SUBMIT”.
In case shareholders have a valid e-mail ID, Password will be sent to his / her registered e-mail ID. Shareholders can set the password of his / her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB / DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
- c) Individual Shareholders holding securities in demat mode with NSDL / CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository / depository participants website.
-
l General Instructions - Shareholders
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v It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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v For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolution contained in this Notice.
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v During the voting period, shareholders/ members can login any number of time till they have voted on the resolution for a particular “Event”.
POSTAL BALLOT NOTICE | 11
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard-2 regarding the item included in this Postal Ballot Notice:
Item No. 1:
Approval for revision in remuneration of Ms. Shveta Arya (DIN: 08540723), Managing Director of the Company
Ms. Shveta Arya was appointed as an Additional Director and Managing Director (Designate) effective August 08, 2024, and was appointed as Managing Director effective September 01, 2024, for a term of three years i.e., up to August 31, 2027. The Members of the Company by passing an ordinary resolution through postal ballot on October 17, 2024, had approved appointment of Ms. Shveta Arya (DIN: 08540723) as the Managing Director (Key Managerial Personnel) of the Company for a period of three (3) years effective from September 01, 2024, till August 31, 2027, not liable to retire by rotation, along with remuneration and other terms and conditions of her appointment.
Brief Profile:
Ms. Arya, currently leads the Power Systems Business and is the Manging Director of the Company. She is responsible for driving Company’s growth and success in the India region, collaborating with key government and community stakeholders, developing talent, and creating a diverse, equitable, and ethical work culture.
She has over 20 years of industry and management consulting experience across automotive, travel, financial services, and telecom sectors. She joined the Company in May 2016 as the Head of Strategy in India and subsequently led the Distribution business. She became the business leader for Power Systems in September 2022, spearheading the transformation efforts in India, and delivering significant benefits to the business in India. She also led the launch of the CPCB IV+ range of products for the Power Generation market in India, which meets some of the world's most stringent and comprehensive emission standards.
Prior to joining the Company, she was leading Strategy and Mergers & Acquisitions (M&A) for Thomas Cook India. She has been associated with organizations such as Kearney and Infosys previously.
A strong advocate of women empowerment, Ms. Arya sponsors the Cummins Powers Women program in India - a part of the global community initiative committed to the advancement and prosperity of women and girls around the world.
The proposed revision in the Managing Director’s remuneration is based on independent industry benchmarking which indicates higher compensation levels for comparable leadership roles in the Indian manufacturing and engineering sector. It is in line with Cummins’ global philosophy of rewarding senior leadership. The increase is further supported by her strong performance and the value created under her leadership, reflecting enhanced financial capacity, governance strength, and strategic progress. The Nomination and Remuneration Committee (NRC) and the Board is of the view that enhancement is essential to ensure that the Company continues to attract and retain high calibre leadership aligned with higher standards of governance and performance excellence. The revised structure ensures that the Managing Director’s compensation remains commensurate with the strategic responsibilities, business leadership expectations, and expanded regulatory and operational oversight associated with leading a diversified and globally integrated engineering business in India.
Accordingly, in view of the foregoing rationale, the Board is of the view that revised remuneration is aligned with market standards, performance outcomes, and long term shareholder interests, and it at its Meeting held on March 11, 2026, on the recommendation of the Nomination and Remuneration Committee, approved, subject to approval of the Members of the Company, the revision of the remuneration of Ms. Shveta Arya, Managing Director of the Company, pursuant to
12 | CUMMINS INDIA LIMITED
Sections 196, 197, and Schedule V to the Companies Act, 2013, and the provisions of the Articles of Association of the Company for the remaining tenure of her present term i.e., up to August 31, 2027, as below:
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Particulars Existing Remuneration Proposed Remuneration
----- End of picture text -----
| Salary: | Salary: | Salary: |
|---|---|---|
| Basic Salary | Rs. 1,35,99,996/ - per annum | Rs. 1,58,40,000/- per annum |
| Annual increment & consolidated remuneration |
Ms. Shveta Arya shall be entitled to annual increment which will be effective April 01, each year or such other date as per Company’s policy, which shall be approved by the Board based on the recommendations of the Nomination and Remuneration Committee (NRC) for the remuneration components mentioned herein and as per Company’s policy, from time to time. The consolidated remuneration ceiling for Ms. Shveta Arya shall be up to an amount of Rs. 8.00/- Crores per annum till tenure of her appointment i.e. from September 01, 2024, till August 31, 2027. |
Ms. Shveta Arya shall be entitled to annual increment which will be effective April 01, each year or such other date as per Company’s policy, which shall be approved by the Board based on the recommendations of the Nomination and Remuneration Committee (NRC) for the remuneration components mentioned herein and such other components as per Company’s policies, from time to time. The consolidated maximum remuneration (including all components of remuneration as provided in this explanatory statement) payable to Ms. Shveta Arya shall not exceed amount of Rs. 11.00/- Crores per annum with effect from April 01, 2026, till tenure of her appointment, i.e., up to August 31, 2027. |
| Annual Variable Pay | Annual variable pay which may vary maximum between variable compensation payout factor 0 to 2. The variable pay is decided on the ROANA (Return on Average Net Assets) performance of Cummins Inc. for the previous year. Until financial results of Cummins Inc. are finalised, audited and published, the payout factor is not confirmed for payment. |
|
| Performance Linked Incentives / Grants: | ||
| Cummins Long Term Retention Grant (LTG) as per policy of Cummins Inc. |
Cummins Long Term Retention Grant (LTG) as per policy of Cummins Inc. cost not exceeding Rs. 0.85/- crores per annum which includes the following elements: a) Performance Cash: 34% of the total LTG to be borne by Cummins India Ltd. b) Performance Shares: 33% of the total LTG to be borne by Cummins Inc. c) Stock Options: 33% of the total LTG to be borne by Cummins Inc. |
Cummins Long Term Retention Grant (LTG) as per policy of Cummins Inc. cost not exceeding Rs. 2.27/- Crores per annum which includes the following elements to be borne by the Company: a) Performance Cash b) Performance Shares c) Stock Options |
Benefits, perquisites, statutory deductions and allowances: There is no change in benefits, perquisites, statutory deductions and allowances. Further, the perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961, or any other rules thereunder or any statutory modifications and/ or re-enactments thereof. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost. In addition to salary, Ms. Shveta Arya will be entitled for the following perquisites:
| Insurance | • Life Insurance and Directors & Officers Liability Insurance (D&O) Policy for self, as per Rules of the Company. • Medical Insurance for self and family members, as per Rules of the Company. |
|---|---|
| Statutory Deductions |
Contribution to Provident Fund, and Gratuity Fund, as per the Rules of the Company. In addition to the statutory deductions, contribution to Superannuation Fund would also form part of overall remuneration. |
| Leave Encashment | Ms. Arya shall be entitled to leaves in accordance with the Rules of the Company. Privilege Leave earned but not availed by her would be encashable in accordance with the Rules of the Company. |
POSTAL BALLOT NOTICE | 13
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Particulars Existing Remuneration Proposed Remuneration
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| Particulars | Existing Remuneration | Proposed Remuneration |
|---|---|---|
| Other perquisites | Subject to statutory ceilings, the Managing Director may be given any other allowances, performance pay, perquisites, benefits, incentives and facilities in line with those extended to other employees within Cummins Group and as may be approved by the NRC and the Board of Directors from time to time. |
Other terms of appointment:
The terms and conditions of appointment of Managing Director also include clauses pertaining to adherence to the Cummins Code of Conduct, protection and use of intellectual property, non-competition, non-solicitation and maintenance of confidentiality. All Personnel Policies of the Company and the related rules of employment which are applicable to other employees of the Company shall also be applicable to the Managing Director unless specifically provided otherwise.
Except as mentioned in this notice, all the other terms and conditions of Ms. Arya’s appointment, as approved by the Members through postal ballot on October 17, 2024, shall remain unchanged for the remaining tenure of her present term, i.e., up to August 31, 2027.
Minimum Remuneration:
The above revised remuneration shall be subject to limits laid down under Sections 196, 197, and all other applicable provisions of the Companies Act, 2013 ('the Act') including any statutory modifications and/ or re-enactments thereof.
In the absence of inadequacy of profits, in any year, the remuneration payable to Ms. Shveta Arya by way of salary, allowances and perquisites shall not exceed the limits prescribed under Schedule V of the Act, and rules made thereunder or any statutory modifications and/ or re-enactment thereof.
The overall remuneration payable each year to Ms. Arya by way of salary, perquisites and allowances, incentives/ bonus/ performance linked incentives, remuneration based on net profits etc., as the case may be shall not exceed in aggregate the percentage as prescribed under the Act, of the net profits, as computed in the manner laid under Section 198 of the Act, including any statutory modifications and/ or re-enactments thereof.
The Notice read with Explanatory Statement should be considered as written Memorandum setting out the revised remuneration along with the other terms of appointment, that remains unchanged, for Ms. Shveta Arya as Managing Director as required under Section 190 of the Act.
The statement containing additional information as required under the Companies Act, 2013, Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard-2 forms part as Annexure to this Notice.
Based on the recommendation of the Nomination and Remuneration Committee and the Board, the revision in remuneration of Ms. Shveta Arya, Managing Director of the Company, subject to the provisions of Sections 196, 197, 198, and other applicable provisions of the Act, read with Rules thereunder and Schedule V to the said Act or any modifications or re-enactment for the time being in force, is being placed before the Members for their consideration and approval.
Further, expect Ms. Shveta Arya and her relatives, no other Director, Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financially or otherwise, in the resolution as set out at Item No. 1 of this Notice.
The Board on the basis of recommendation of the Nomination and Remuneration Committee, recommends the Ordinary Resolution as set out at Item No. 1 of this Notice for approval of the Members.
Registered Office: Cummins India Office Campus, Tower A, 5[th] Floor, Survey no. 21, Balewadi, Pune 411 045
By Order of the Board, For Cummins India Limited ,
Place: Pune Date: March 11, 2026
Vinaya Joshi Company Secretary & Compliance Officer Membership No.: A25096
14 | CUMMINS INDIA LIMITED
ANNEXURE TO THE NOTICE
Additional information as required under the Companies Act, 2013, Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard-2 in respect of the revision in remuneration of Ms. Shveta Arya, Managing Director of the Company, is provided below:
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Sr. Particulars Details
No.
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| 1. | Name of the Director | Ms. Shveta Arya |
|---|---|---|
| 2. | DIN | 08540723 |
| 3. | Age | 46 Years |
| 4. | Brief Resume and Experience | As given in the explanatory statement pursuant to Section 102 of the Act |
| forming part of the Notice. | ||
| 5. | Educational Qualifcations | MBA from Indian Institute of Management, Ahmedabad (IIMA) and a |
| Bachelor’s in Engineering (BE) in Information Technology from Delhi University | ||
| 6. | Expertise/ Skills and Capabilities in | General Management and Leadership, Strategy, Global business/ emerging |
| specifc functional areas | Market Experience, Industry Knowledge and Experience, Mergers & | |
| Acquisitions, Sales & Marketing | ||
| 7. | Inter-se relationship with other | Not related to any Director/ KMP of the Company. |
| Directors/ Key Managerial Personnel | ||
| (KMP) | ||
| 8. | Shareholding in the Company as on | NIL |
| date of this notice | ||
| 9. | Directorship in other Companies | • Cummins Generator Technologies India Private Limited (Associate |
| including cessation from listed | Company of Cummins India Limited) | |
| companies in past three years | • Valvoline Cummins Private Limited (Joint Venture of Cummins India |
|
| Limited) | ||
| • Tata Cummins Private Limited |
||
| Ms. Arya does not hold Directorship in any listed entity other than the | ||
| Company. Further, she has not resigned / ceased from any other listed | ||
| entity in past 3 years. | ||
| 10. | Membership/ Chairmanship of | Cummins India Limited: |
| Committees of Companies | • Stakeholders Relationship Committee (Member) |
|
| • Risk Management Committee (Member) | ||
| • Corporate Social Responsibility and Sustainability Committee (Member) | ||
| Cummins Generator Technologies India Private Limited: | ||
| • Corporate Social Responsibility Committee (Member) |
||
| • Share Transfer Committee (Member) |
||
| Tata Cummins Private Limited: | ||
| • Corporate Social Responsibility Committee (Member) |
||
| • Audit Committee (Member) |
||
| 11. | No. of Board Meetings attended | Attended 5 Meetings out of 6 Meetings held |
| during the Financial Year 2025-26 till | ||
| the date of this Postal Ballot Notice | ||
| 12. | Terms and conditions of appointment | As per the explanatory statement pursuant to Section 102 of the Act |
| including remuneration | forming part of the Notice. | |
| 13. | Remuneration last drawn (during FY | Rs. 3.83 Crores, since Ms. Arya’s appointment w.e.f. September 01, 2024. |
| 2024-25) | (as detailed on Page 103 of Annual Report of the Company for the | |
| Financial Year 2024-25) |
POSTAL BALLOT NOTICE | 15