Runwal Enterprises directors drew Rs 6.135 crore at subsidiary

Runwal Enterprises Limited disclosed that Lucy Roychoudhury and Pradumna Kanodia, both non-executive directors of Runwal Enterprises, received a combined Rs 6.135 crore in Fiscal 2026 as executives of subsidiary Evie Real Estate Private Limited. The amounts sit outside the parent company’s non-executive-director remuneration table, which records no parent-level pay for non-executive directors.

Why did two Runwal Enterprises directors receive Rs 6.135 crore?

Two Runwal Enterprises non-executive directors received Rs 6.135 crore because each held an executive operating role at Evie Real Estate, one of the company’s subsidiaries, during Fiscal 2026. Roychoudhury received Rs 2.289 crore as chief executive officer, while Kanodia received Rs 3.846 crore as chief executive officer-commercial. The disclosure states that both continued in those Evie Real Estate roles as of the date of the Red Herring Prospectus.

The remuneration is identified by employer and job capacity rather than as payment for the two directors’ Runwal Enterprises board seats. At Runwal Enterprises, Roychoudhury and Kanodia are designated non-executive directors and are liable to retire by rotation. Roychoudhury has served on the board since August 14, 2018, while Kanodia has served since September 2, 2024. The distinction matters because the issuer separately reports remuneration paid by the company and remuneration paid by subsidiaries.

The disclosure does not describe either executive payment as a performance-linked deferred cash bonus, contingent compensation or a profit-sharing award. Runwal Enterprises states that its directors did not receive performance-linked deferred cash bonuses, contingent compensation or deferred compensation in Fiscal 2026. It also states that, apart from the disclosed subsidiary payments and three subsidiary sitting-fee payments to independent directors, no other directors received remuneration from subsidiaries in that fiscal year.

How does subsidiary remuneration compare with parent-board pay?

Subsidiary executive remuneration for Roychoudhury and Kanodia was more than twice the Rs 2.942 crore paid by Runwal Enterprises to its chairman and managing director, Subodh Subhash Runwal, in Fiscal 2026. The two Evie Real Estate executive payments totalled Rs 6.135 crore, or about 2.09 times the managing director’s reported parent-company remuneration. This comparison is between remuneration paid by different legal entities and for different roles, not a like-for-like board-fee comparison.

Kanodia’s Rs 3.846 crore represented 62.69% of the two executives’ combined Rs 6.135 crore, leaving Roychoudhury with 37.31%. The gap between their disclosed payments was Rs 1.557 crore. The source identifies their respective titles but does not provide a breakdown into fixed salary, allowances, benefits, incentives or reimbursement components for the two Evie Real Estate executive amounts.

The parent-company comparison is particularly clear for non-executive directors. Runwal Enterprises states that it paid no remuneration, including sitting fees or commission, to non-executive directors in Fiscal 2026. Its three non-executive independent directors received parent-company sitting fees of Rs 9 lakh for Sidharth Kapur, Rs 10 lakh for Mukesh Gupta and Rs 10 lakh for Aparna Chaturvedi, totalling Rs 29 lakh. The executive remuneration reported by Evie Real Estate is therefore distinct from both the zero parent-company payment to non-executive directors and parent-company sitting fees for independent directors.

What does the board structure show about the two directors?

Runwal Enterprises had six directors as of the Red Herring Prospectus date, including three non-executive independent directors and its chairman and managing director. Roychoudhury and Kanodia are the two non-executive, non-independent directors referred to in the Evie Real Estate remuneration disclosure. The company says the six-member board complied with composition requirements under the Companies Act, 2013 and the Securities and Exchange Board of India, or SEBI, Listing Regulations.

Roychoudhury’s disclosed other directorships include Evie Holdings Private Limited, Runwal Commercial Plaza Private Limited, Runwal Heights Private Limited, Runwal Vehrigre Private Limited, Runwal Milestone Developers Private Limited, Runwal Real Estates Private Limited, Runwal Residency Private Limited and Susneh Infrapark Private Limited. Kanodia’s listed other directorship is Evie Developers Private Limited. The document does not list a directorship of either individual at Evie Real Estate in the board-profile tables, while the remuneration section identifies their executive positions at that subsidiary.

The operating roles correspond with the experience profiles provided in the prospectus, but the disclosure does not specify their reporting lines or responsibilities at Evie Real Estate. Roychoudhury is described as having 28 years of real-estate-sector experience, while Kanodia has 17 years of experience in corporate management, finance and strategic planning. Those profiles support the existence of operating roles, but they do not explain the calculation of the Rs 2.289 crore and Rs 3.846 crore amounts.

What oversight and disclosure framework applies to this remuneration?

Runwal Enterprises discloses that directors may be deemed interested in remuneration and reimbursements payable by the company and in remuneration payable by subsidiaries. That stated interest framework covers the group-level relationship relevant to the Rs 6.135 crore paid by Evie Real Estate. The prospectus does not state that the payments created a conflict of interest or provide a board resolution approving the two subsidiary employment arrangements.

The Audit Committee, constituted on March 3, 2025, has four members: independent directors Sidharth Kapur, Mukesh Gupta and Aparna Chaturvedi, plus non-executive director Kanodia. Its terms include approving related-party transactions or modifications, recommending a related-party transaction policy to the board, and reviewing quarterly details of transactions entered into under omnibus approvals. A related-party transaction is an arrangement with parties connected to a company under applicable law and policy; the supplied disclosure does not label the Evie Real Estate employment remuneration as such a transaction.

The prospectus also records Rs 13 lakh of subsidiary sitting fees paid to Chaturvedi by Susneh Infrapark Private Limited, Rs 15 lakh paid to Gupta by Runwal Residency Private Limited and Rs 23 lakh paid to Kapur by Wheelabrator Alloy Castings Limited in Fiscal 2026. Together, the three payments were Rs 51 lakh, bringing specifically disclosed subsidiary-paid director remuneration and fees to Rs 6.645 crore. That total combines executive compensation and meeting-based sitting fees, which are different forms of payment and should not be treated as one remuneration category.

Conclusion

Runwal Enterprises’ Fiscal 2026 disclosures show that reviewing only the parent company’s board-pay table would not capture all specifically disclosed director remuneration paid within the group. Roychoudhury’s Rs 2.289 crore and Kanodia’s Rs 3.846 crore were paid by Evie Real Estate for continuing executive roles, while Runwal Enterprises reported no parent-level remuneration for non-executive directors.

The next point to watch is whether later company disclosures provide a more detailed breakdown or approval context for the two Evie Real Estate executive packages. The disclosed governance mechanism is the Audit Committee’s authority over related-party transactions and quarterly review of transactions under omnibus approvals, while the unresolved matter is the absence of a component-by-component explanation for the Rs 6.135 crore total.