Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting under SEBI LODR Regulations

Date of Board Meeting / Approval: October 15, 2026 (3:00 PM to 5:20 PM IST)

1. Reconstitution of the Audit Committee

Effective October 15, 2026, the Audit Committee was reconstituted with the following composition:

  • Dr. Dhanpat Ram Agarwal (Non-Executive Independent Director) - Chairman
  • Mr. Harish Chander Khurana (Non-Executive Independent Director) - Member w.e.f October 15, 2026
  • Mr. Shreyans Surana (Executive Director) - Member w.e.f October 15, 2026

2. Appointment of Independent Director

The Board approved the appointment of Mrs. Binata Sengupta (DIN: 08779205) as an Additional Director in the category of Non-Executive Independent Director for a term of three years effective October 15, 2026, subject to shareholder approval.

Director Profile: Mrs. Binata Sengupta is a seasoned banking professional with over 35 years of experience, having retired as General Manager of Bank of India. She holds a Post-Graduation (M.A.) in History from the University of Delhi and a Bachelor's Degree in History from Utkal University. She has served as an Independent Director of a listed power sector company and has qualified the Independent Directors' proficiency self-assessment test conducted by IICA.

Independence Confirmation: Mrs. Sengupta is not related to any Director of the Company and satisfies the criteria of independence prescribed under the Companies Act, 2013 and SEBI LODR Regulations. She is not debarred from holding the office of director by virtue of any SEBI or other authority order.

3. Incorporation of Wholly Owned Subsidiary for Renewable Energy Business

The Board approved the incorporation of a Wholly Owned Subsidiary/Special Purpose Vehicle for undertaking solar power generation and other renewable energy related businesses.

Subsidiary Details:

  • Proposed Name: "Sunright Private Limited" or "Sunlight Private Limited" or similar name
  • Country of Incorporation: India
  • Business Focus: Developing, establishing, acquiring, operating and maintaining solar power generation projects and other renewable energy projects
  • Initial Investment: ₹1,00,000 (Rupees One Lakh Only) divided into 10,000 Equity Shares of ₹10 each
  • Ownership Structure: Company to hold 99.90% equity (9,990 shares) directly, with balance 10 shares held by a nominee on behalf of the Company, resulting in 100% beneficial ownership
  • Industry: Renewable Energy / Solar Power Generation

Strategic Rationale: The investment aligns with the Company's long-term growth strategy, sustainability objectives, and commitment towards adoption of renewable energy solutions.

4. Allotment of Equity Shares Pursuant to Warrant Conversion

The Board approved the allotment of 20,00,000 Equity Shares of face value ₹5 each at an issue price of ₹328.25 (including premium of ₹323.25) upon conversion of Equity Warrants.

Conversion Details:

  • Number of Warrants Converted: 20,00,000 (out of remaining 76,00,000 warrants allotted)
  • Investor Category: Non-Promoter
  • Allottee: Cupid Limited (body corporate)
  • Ranking: The equity shares shall rank pari-passu in all respects, including dividend and voting rights, with existing equity shares

Regulatory Compliance: The disclosure is made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Other Significant Information

Filing Authority: Abinash Singh, Chief Compliance Officer, Company Secretary and Head - Legal & Compliance

Document References: Annexure A (Director Appointment Details), Annexure B (Subsidiary Formation Details), Annexure C (Warrant Conversion Details), Annexure C1 (Allottee Specifics)