EverestIMS sets Rs 7.4516 crore pay with profit provision

EverestIMS Technologies Limited has annual remuneration limits of Rs 7.4516 crore for eight promoter-executive directors, effective April 1, 2025. The company’s minimum-remuneration clauses allow salary and perquisites up to those limits in a financial year in which it has no profits or inadequate profits, subject to the directors’ appointment terms.

How is EverestIMS’ Rs 7.4516 crore pay allocated?

EverestIMS allocates annual remuneration of Rs 1.0452 crore to Managing Director Satish Kumar Vijayragavan and Rs 91.52 lakh each to Chairman and Whole-Time Director Sudhakar Aruchamy and six whole-time directors. The six are Ramesh Pratap Tiwari, Arun Prasath Ramadoss, Deepak Kumar Shenbagarajan, Srikanth Audina, Ganesh Kumar Nagaiah and Deepak Gupta. The seven packages of Rs 91.52 lakh total Rs 6.4064 crore, which, together with the managing director’s Rs 1.0452 crore package, produces the Rs 7.4516 crore annual total.

The annual figures are stated to be inclusive of all perquisites, meaning non-cash employment benefits and reimbursements included in the remuneration terms. EverestIMS revised or provided these terms through a board resolution dated August 7, 2025, followed by member approval at an extraordinary general meeting on August 13, 2025. The revised remuneration is effective from April 1, 2025, rather than from the August 2025 approval dates.

The pay structure distinguishes one managing director package from seven equal packages. Satish Kumar Vijayragavan’s annual limit is Rs 13 lakh higher than each Rs 91.52 lakh package. The source does not disclose an annual performance metric that determines these remuneration limits, and it describes the amounts as salary and perquisites rather than as a bonus pool.

Can EverestIMS pay executive directors without adequate profit?

Yes. EverestIMS states that it will pay salary and perquisites up to the approved limits where, in any financial year during an executive director’s tenure, the company has no profits or its profits are inadequate. The company labels this provision “minimum remuneration” in the terms for the chairman, managing director and each whole-time director.

The clause means that payment up to the stated remuneration limits is not expressly made conditional on a specified profit amount. It does not establish that the full limit must be paid in every year, because the terms state a ceiling of salary and perquisites rather than a disclosed annual payment record. Payment also remains subject to the respective appointment and remuneration terms remaining in force.

EverestIMS disclosed no performance-linked bonus or profit-sharing plan for its directors as of the red herring prospectus date. It also said there was no contingent or deferred compensation payable to directors outside their stated remuneration. This separates the disclosed fixed remuneration framework from compensation that would depend on a future performance trigger or be paid in a later period.

How long do the EverestIMS remuneration terms run?

EverestIMS’ executive appointments run for three years, with five directors appointed from October 22, 2024 and three from December 6, 2024. Sudhakar Aruchamy, Satish Kumar Vijayragavan, Ramesh Pratap Tiwari, Arun Prasath Ramadoss and Deepak Kumar Shenbagarajan have terms ending October 21, 2027. Srikanth Audina, Ganesh Kumar Nagaiah and Deepak Gupta have terms ending December 5, 2027.

The October 2024 group includes the chairman, managing director and three whole-time directors. The December 2024 group consists of Srikanth Audina, Ganesh Kumar Nagaiah and Deepak Gupta, each appointed as a whole-time director. All eight are liable to retire by rotation under their disclosed appointment terms, unlike the company’s independent directors.

The remuneration terms were approved after the appointments had begun, but were made effective from April 1, 2025. EverestIMS’ disclosure therefore links the minimum-remuneration provision to the currency of each director’s three-year tenure. A change in appointment, a revised remuneration resolution or a new shareholder approval could alter the framework before the stated end dates.

What does Fiscal 2026 reported pay show?

EverestIMS reported Rs 5.078 crore of remuneration or compensation for the eight current promoter-executive directors in Fiscal 2026, compared with annual remuneration limits of Rs 7.4516 crore effective April 1, 2025. The reported Fiscal 2026 amount is Rs 2.3736 crore below the aggregate annual limits, but the source does not state why the amounts differ.

The Fiscal 2026 disclosure records Rs 72.13 lakh for Satish Kumar Vijayragavan and Rs 56.83 lakh for Arun Prasath Ramadoss. It records Rs 63.14 lakh each for Sudhakar Aruchamy, Srikanth Audina, Deepak Kumar Shenbagarajan, Ganesh Kumar Nagaiah, Deepak Gupta and Ramesh Pratap Tiwari. EverestIMS says that, except for the named executives, no other current directors received remuneration during Fiscal 2026.

The comparison is between an amount reported for Fiscal 2026 and annual remuneration limits approved on August 13, 2025 but effective from April 1, 2025. It is not evidence that every executive received the full approved amount in that fiscal year. The source provides the remuneration and compensation figures, but does not give a reconciliation between the Rs 5.078 crore reported total and the Rs 7.4516 crore annual limits.

How concentrated are EverestIMS’ executive and ownership roles?

EverestIMS’ eight promoter-executive directors account for eight of its 12 board positions, while four positions are held by independent directors. The executive group therefore represents 66.67% of the 12-member board disclosed in the red herring prospectus. The board includes one chairman and whole-time director, one managing director and whole-time director, six whole-time directors, and four independent directors, including two women independent directors.

The eight promoter-directors together hold 80.40% of EverestIMS’ pre-offer equity share capital under the disclosed ownership table. Satish Kumar Vijayragavan holds 12.92%, while each of the other seven promoter-directors holds 9.64%. The same group is therefore identified in the prospectus as holding both executive positions with annual remuneration limits and substantial pre-offer equity interests.

The four independent directors held no equity shares according to the disclosed shareholding table. EverestIMS states that independent directors may receive sitting fees, commission and other amounts decided by the board under applicable law. A board resolution dated August 7, 2025 provides for sitting fees of Rs 25,000 for board meetings and Rs 15,000 for committee meetings, within Companies Act limits.

What benefits sit alongside EverestIMS executive remuneration?

EverestIMS’ executive terms provide for housing, medical and hospitalisation expenses, leave travel concession, club fees for up to two clubs, insurance coverage and other benefits allowed under company rules. Housing expenditure is subject to a ceiling of 60% of salary. Where accommodation is owned or leased by EverestIMS, the terms provide for a deduction of 10% of salary from the appointee.

The terms also provide for contributions to provident, superannuation or annuity funds under company rules, gratuity and encashment of accumulated earned leave. Contributions that are not taxable under the Income Tax Act, 1961 are excluded from the computation of the ceiling on perquisites. Leave encashment at the end of the tenure is also excluded from that perquisite ceiling.

A car with driver for company business and a residential telephone are not treated as perquisites under the disclosed terms. EverestIMS says personal long-distance calls and private use of the car will be billed to the appointee. The executives may also claim properly incurred business entertainment expenses and may be eligible for housing, education and medical loans or other facilities under company rules.

Conclusion

EverestIMS has disclosed Rs 7.4516 crore in annual remuneration limits for eight promoter-executive directors, with a minimum-remuneration provision that applies in years of no or inadequate profit. The same eight directors hold eight of 12 board positions and 80.40% of pre-offer equity share capital, while the Fiscal 2026 reported remuneration total of Rs 5.078 crore was below the disclosed annual limits.

The next disclosures to watch are whether EverestIMS maintains the remuneration terms approved on August 13, 2025 through appointment end dates in October 2027 and December 2027. Future remuneration disclosures may also clarify the source’s unresolved difference between reported Fiscal 2026 compensation and the annual limits effective from April 1, 2025.