Summary of Key Information:
Reporting Period: Not Applicable
Nature of Filing / Announcement: Outcome of Board Meeting regarding director changes and committee reconstitution
Audit Opinion:
Not Specified
Key Financial Highlights:
Not Specified
Corporate Actions:
No dividend declarations, share splits, bonus issues, buybacks, or capital raising activities announced.
Director Resignations:
1. Mr. Venugopal Dhoot (DIN: 02147946) resigned from positions of Director and Managing Director effective close of business hours on August 31, 2026. Reason: Execution of Share Purchase Agreement (SPA) and change in ownership/control contemplated thereunder. He confirmed no other material reasons for resignation. Ceased membership from Audit Committee, TCWG Committee, and Corporate Social Responsibility Committee. Shareholding: NIL.
2. Mr. Kamal Kishor Sharma (DIN: 10611254) resigned as Non-Executive Independent Director effective close of business hours on September 02, 2026. Reason: Personal reasons and preoccupations. He confirmed no other material reasons for resignation. Ceased membership from Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Independent Director Committee, TCWG Committee, and Corporate Social Responsibility Committee. Shareholding: NIL.
Director Appointments:
1. Mr. Karan Sharma (DIN: 11552334) appointed as Additional Director in category of Executive Director effective September 03, 2026. Term: To hold office up to date of next Annual General Meeting or last date such AGM should have been held, whichever earlier, subject to member approval under Regulation 17(1C) of SEBI LODR Regulations. Qualifications: Master's in International Business Management from IMT Ghaziabad, Bachelor's in Business Administration from Chaudhary Charan Singh University, Meerut. Experience: Over 10 years in international trade, business development, and business operations. Appointed to Audit Committee, Corporate Social Responsibility Committee, and as Chairperson of TCWG Committee. Shareholding: NIL. Confirmed not debarred from directorship by SEBI or any regulatory authority.
2. Mr. Premendra Rajput (DIN: 11569752) appointed as Additional Director in category of Non-Executive Independent Director effective September 03, 2026. Proposed first term: Five consecutive years from September 03, 2026 to September 02, 2031, subject to member approval by Special Resolution under Regulation 17(1C) read with Regulation 25(2A) of SEBI LODR Regulations. Not liable to retire by rotation. Qualifications: Over 24 years IT industry experience specializing in global program management, delivery governance, and enterprise digital transformation. International experience: 7 years in United States, 3 years in Germany, 2 years in United Kingdom. Appointed as Chairperson of Nomination & Remuneration Committee, Corporate Social Responsibility Committee, and Independent Directors Committee. Appointed as member of Audit Committee, Stakeholders Relationship Committee, and TCWG Committee. Shareholding: NIL. Confirmed not debarred from directorship by SEBI or any regulatory authority.
Committee Reconstitution:
Board approved reconstitution of various committees effective September 03, 2026 in compliance with Companies Act, 2013 and SEBI LODR Regulations:
1. Audit Committee:
- Chairperson: Ms. Jyoti Torani (Non-Executive Independent Director)
- Members: Mr. Premendra Rajput (Non-Executive Independent Director), Mr. Karan Sharma (Executive Director)
2. Nomination Remuneration Committee:
- Chairperson: Mr. Premendra Rajput (Non-Executive Independent Director)
- Members: Mr. Prateek Bhansali (Non-Executive Independent Director), Ms. Jyoti Torani (Non-Executive Independent Director)
3. Stakeholders Relationship Committee:
- Chairperson: Ms. Jyoti Torani (Non-Executive Independent Director)
- Members: Mr. Premendra Rajput (Non-Executive Independent Director), Mr. Prateek Bhansali (Non-Executive Independent Director)
4. Corporate Social Responsibility Committee:
- Chairperson: Mr. Premendra Rajput (Non-Executive Independent Director)
- Members: Mr. Karan Sharma (Executive Director), Mr. Prateek Bhansali (Non-Executive Independent Director)
5. Independent Directors Committee:
- Chairperson: Mr. Premendra Rajput (Non-Executive Independent Director)
- Members: Mr. Prateek Bhansali (Non-Executive Independent Director), Ms. Jyoti Torani (Non-Executive Independent Director)
6. Those Charged with Governance (TCWG) Committee:
- Chairperson: Mr. Karan Sharma (Executive Director)
- Members: Mr. Premendra Rajput (Non-Executive Independent Director), Ms. Jyoti Torani (Non-Executive Independent Director), Mr. Prateek Bhansali (Non-Executive Independent Director)
Other Significant Information:
All appointments subject to approval of members at Annual General Meeting. The changes follow execution of Share Purchase Agreement indicating change in ownership/control of the company.