Coreintegra Managing Director’s Rs 1.5 Crore Pay Awaits Approval

Coreintegra has proposed Rs 1.5 crore of annual fixed remuneration for Managing Director Mahesh Krishnamoorthy, with a performance-linked bonus capped at 5% of EBI DTA and a company car valued at Rs 50 lakh. The board approved the terms on August 14, 2026, subject to shareholder approval at the ensuing annual general meeting.

What does Coreintegra’s managing-director package provide?

Coreintegra’s proposed managing-director package provides Mahesh Krishnamoorthy with Rs 1.5 crore in fixed annual remuneration, specified perquisites and reimbursement rights. Coreintegra appointed Krishnamoorthy as managing director for five years from November 22, 2021, under resolutions passed by the board and shareholders on that date. The August 14, 2026 board resolution setting out the remuneration entitlement remains subject to approval at the ensuing annual general meeting.

Coreintegra reported Rs 99.64 lakh in payments and benefits to Krishnamoorthy in Fiscal 2026, compared with the proposed Rs 1.5 crore of fixed annual remuneration. The proposed fixed amount is Rs 50.36 lakh above the aggregate Fiscal 2026 executive-director payment disclosed in the prospectus. The Fiscal 2026 disclosure does not separate salary from perquisites, so it does not establish which elements made up the Rs 99.64 lakh amount.

Coreintegra also provides for annual increments after a recommendation from the Nomination and Remuneration Committee and board approval at each financial year-end appraisal. The terms state that Krishnamoorthy has 5% equity already vested. As of the red herring prospectus date, he held 3,83,265 equity shares, equal to 5.00% of Coreintegra’s pre-offer paid-up share capital.

How is the Coreintegra bonus linked to company performance?

Coreintegra caps the managing director’s performance bonus at 5% of the company’s EBI DTA for the relevant financial year. The prospectus uses EBI DTA as the bonus measure but does not expand or define the abbreviation. It says the bonus is payable on or before June 30 of the subsequent financial year after Coreintegra’s statutory auditors approve EBI DTA.

The 5% cap does not create an automatic payout formula. Coreintegra says the final bonus depends on company performance, a recommendation from its Nomination and Remuneration Committee, and approval by the board. A positive result under the prospectus’s EBI DTA measure therefore does not itself determine a final bonus, while the 5% ceiling limits the stated performance link.

No other Coreintegra director is entitled to a bonus or profit-sharing plan under the prospectus disclosure. Coreintegra separately says no contingent or deferred compensation outside stated remuneration is payable to directors. For non-executive and independent directors, the March 27, 2025 board resolution provides sitting fees of Rs 15,000 for each board or board-committee meeting attended.

Which benefits sit alongside the Rs 1.5 crore fixed pay?

Coreintegra’s proposed benefits include annual hospitalisation insurance of Rs 25 lakh and a company car valued at Rs 50 lakh. The medical policy covers Krishnamoorthy, his spouse, two children until age 25, and dependent parents. The terms also provide death insurance, whether accidental or otherwise, of up to two times fixed cost to company, or CTC, with the monetary amount dependent on the applicable fixed CTC.

The company car benefit includes reimbursement of fuel, insurance, maintenance and other allied expenses on an actual-bill basis. Coreintegra does not state a rupee ceiling for annual vehicle operating costs because reimbursement requires bills for actual expenses. One mobile connection and one home internet connection are also reimbursable on actuals, while a handset is capped at Rs 1 lakh every two years.

Coreintegra permits either club membership or membership in a loyalty programme of a branded five-star hotel chain, but not both. Club membership may have a one-time value of up to Rs 1 lakh for annual membership, Rs 5 lakh for five-year membership or Rs 15 lakh for lifetime membership. The alternative hotel loyalty programme is capped at Rs 50,000 a year for one membership programme.

Does payment continue if Coreintegra reports a loss?

Coreintegra says it will pay the managing director’s stated salary and perquisites in a financial year with a loss or inadequate profits. The minimum-remuneration clause applies during Krishnamoorthy’s managing-director tenure. It states that payment will continue notwithstanding Sections 196 and 197 of the Companies Act, 2013, rules made under the Act, and Schedule V of the Act.

The clause applies to listed salary and perquisites and does not specify a minimum performance-bonus payment. The bonus provision instead has a maximum of 5% of EBI DTA and requires performance assessment, a committee recommendation and board approval. The fixed pay and benefits remain proposed terms until shareholders approve the August 14, 2026 board resolution at the ensuing annual general meeting.

Coreintegra also says no director has entered into a service contract that provides benefits upon termination of employment. The prospectus further says Coreintegra directors were not paid or payable remuneration from its subsidiary as of the red herring prospectus date. These disclosures separate continuing employment remuneration from termination-related benefits and subsidiary payments.

How does this compare with other Coreintegra director payments?

Coreintegra disclosed Rs 99.64 lakh for Krishnamoorthy in Fiscal 2026, while its seven listed non-executive and independent directors received a combined Rs 4.35 lakh. The combined amount comprised Rs 0.30 lakh for Amitava Ghosh, Rs 0.75 lakh for Rajeshwar Tripathi, Rs 1.35 lakh for Manav Ravindranath Dhanda and Rs 1.95 lakh for Sanjeev Kumar Chauhan. Three non-executive directors received nil.

The disclosed difference follows the board’s separate payment structures. Coreintegra has one managing director on an eight-member board, alongside three non-executive directors and four independent directors. Independent directors receive Rs 15,000 per board or committee meeting, while the managing director’s proposed terms include fixed remuneration, performance-linked pay and specified perquisites.

Coreintegra’s director shareholding is concentrated among four directors. Sriram Natarajan, Sangeetha Sriram, Gaurav Bali and Krishnamoorthy together held 53,30,139 equity shares, or 69.51% of pre-offer paid-up capital, at the prospectus date. Krishnamoorthy’s 5.00% holding means he may also receive dividends and other distributions on those shares, separately from the proposed remuneration package.

Conclusion

Coreintegra’s proposed managing-director terms combine Rs 1.5 crore of annual fixed pay with benefits that have stated limits, including Rs 25 lakh in annual hospitalisation cover and a Rs 50 lakh company car. The variable component is capped at 5% of EBI DTA and requires statutory-auditor approval, committee recommendation and board approval, while the minimum-remuneration clause preserves listed salary and perquisites in loss-making or inadequate-profit years.

The next disclosed event is shareholder consideration at the ensuing annual general meeting because the August 14, 2026 remuneration resolution remains subject to that approval. Later Coreintegra disclosures may show the final bonus amount, if any, after statutory auditors approve EBI DTA for the relevant financial year and the board completes its performance-based determination.