Balkrishna Industries Limited (BIL) has issued a response to the voting recommendation from proxy advisor Institutional Investor Advisory Services (IiAS) concerning the postal ballot dated December 19, 2025. IiAS recommended voting against Resolution No. 1, which pertains to the re-appointment of Mr. Arvind Poddar as Chairman and Managing Director for five years from August 1, 2026, and his remuneration.

IiAS cited concerns regarding the uncapped reimbursement of traveling, boarding, and lodging expenses for Mr. Poddar, including for his spouse and attendant, stating these should be personal expenses. They also suggested setting performance thresholds for commission payouts.

BIL clarified that the reimbursement is strictly for expenses incurred during business trips, including for a spouse and attendant(s) where their presence is necessary, such as meeting foreign delegates or attending conferences. The company provided data showing that the expenditure for Mr. Poddar's spouse accompanying him on business trips over the last four financial years (FY2023-FY2026) was relatively small, ranging from ₹0.33 crore to ₹0.96 crore, and that no attendants have accompanied him.

Regarding commission payouts, BIL explained that the commission is a percentage of net profits, inherently linking it to the company's financial performance. They presented a table showing the company's revenue, EBIDTA, PBT, and the commission paid to Mr. Poddar from FY2021 to FY2025. The data indicated consistent financial growth, with the commission amount increasing in absolute terms but remaining a relatively small percentage of PBT (between 1.94% and 2.27%). BIL argued that this variable pay constitutes over 85% of Mr. Poddar's total remuneration and that linking commission to pre-set performance targets is not a standard norm for top executives.

Balkrishna Industries expressed confidence that these clarifications address the concerns raised by IiAS and requested shareholders to consider their responses when casting their votes.