Nature of the Disclosure

This is a regulatory filing pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Sections 108 and 110 of the Companies Act, 2013. It intimates the stock exchange (BSE Limited) of a Postal Ballot notice sent to shareholders to seek approval for two special resolutions concerning board composition and management designation.

Key Dates

  • Cut-off Date for Shareholder Eligibility: Friday, May 22, 2026
  • E-Voting Period: Begins Wednesday, May 27, 2026, at 09:00 AM and ends Thursday, June 25, 2026, at 05:00 PM
  • Result Declaration: On or before Friday, June 26, 2026

Resolutions for Shareholder Approval

Item No. 1: Appointment of Ms. Sakshi Dubey as Non-Executive Independent Director

  • Resolution Type: Special Resolution
  • Proposed Director: Ms. Sakshi Dubey (DIN: 11632384)
  • Designation: Non-Executive Independent Director
  • Proposed Term: Five years, from March 27, 2026, to March 26, 2031
  • Background: The appointment was initially approved by the Board on March 27, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC). This resolution seeks member ratification.
  • Profile of Appointee:
  • Age: 27 years
  • Qualification: Bachelor's Degree (Bachelor of Arts from PRSU/Allahabad State University)
  • Experience: Over three years in operations management, with a stated foundational understanding of financial markets and compliance principles.
  • Skills: Leadership, operations management, team coordination, analytical thinking, and problem-solving.
  • Remuneration: NIL
  • Shareholding: NIL
  • Other Directorships: None disclosed (NA)
  • Confirmations Filed: Consent (DIR-2), DIR-8 (non-disqualification), Declaration of Independence, Declaration of no SEBI debarment.

Item No. 2: Change in Designation of Mr. Rajesh Balbir Kapoor

  • Resolution Type: Special Resolution
  • Director: Mr. Rajesh Balbir Kapoor (DIN: 02757121)
  • Current Designation: Managing Director and Chief Financial Officer (CFO)
  • Proposed Designation: Managing Director only
  • Effective Date of Change: Resigned as CFO effective March 31, 2026.
  • Term as MD: The resolution seeks to confirm his appointment as Managing Director for a period of three years, effective from August 10, 2025, to August 9, 2028, as previously approved by the NRC and Board on November 17, 2025.
  • Remuneration: Without any remuneration.
  • Profile:
  • Age: 56 years
  • Qualification: Chartered Accountant
  • Experience: Over three decades in accountancy, taxation, and management consultancy.
  • Shareholding: NIL
  • Other Directorships: Rajsahi Masala Private Limited
  • Board Meeting Attendance: Attended 6 meetings in the financial year 2025-2026.
  • Confirmations Filed: Consent (DIR-2), DIR-8 (non-disqualification), Declaration of Independence, Declaration of no SEBI debarment.

Scrutinizer Appointment

The Board of Directors, at its meeting on May 23, 2026, appointed M/s. NVB & Associates, Practicing Company Secretaries (Membership No. 12268, Certificate of Practice No. 16069) as the Scrutinizer to conduct the postal ballot process fairly and transparently.

Voting and Process Details

  • Voting Method: Remote e-voting only; no physical ballot forms will be dispatched.
  • Service Provider: Central Depository Services (India) Limited (CDSL) has been engaged to facilitate the e-voting process on its platform www.evotingindia.com.
  • Eligibility: Shareholders holding shares as of the cut-off date (May 22, 2026) are eligible to vote.
  • Notice Distribution: The notice is being sent electronically to members whose email addresses are registered with the company/depository participants. It is also available on the company's website (https://www.regencytrust.co.in/) and the BSE website (www.bseindia.com).
  • Result Communication: The results will be declared to BSE Limited, CDSL, displayed on www.evotingindia.com, and published on the company's website.

Financial Impact

No direct financial impact is quantified in the disclosure for either resolution. Mr. Rajesh Kapoor will serve as Managing Director without any remuneration.

Governance and Compliance References

  • The notice is issued under Sections 108, 110, and 102 of the Companies Act, 2013.
  • It complies with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • It references multiple MCA and SEBI circulars governing the conduct of general meetings and e-voting processes.

Inspections

Relevant documents referred to in the notice will be available for inspection by members until 5:00 PM IST on June 25, 2026, upon request via email to rtltd2011@gmail.com with necessary identification.

Registrar and Share Transfer Agent

Purva Sharegistry (India) Pvt. Ltd. is the Registrar and Share Transfer Agent. Physical shareholders must update KYC details with them using Form ISR-1.