Key Resolution

Appointment of Mr. Ajay Charuchandra Kirtane (DIN: 02711040) as a Non-Executive, Independent Director of the Company for a term of five consecutive years, effective from September 07, 2026, to September 06, 2031. This requires a Special Resolution passed via postal ballot.

Key Dates

  • Cut-off Date for Shareholder Eligibility: Friday, September 11, 2026
  • E-voting Commencement: Friday, September 18, 2026, at 9:00 a.m. IST
  • E-voting Conclusion: Saturday, October 17, 2026, at 5:00 p.m. IST
  • Result Declaration: On or before Tuesday, October 20, 2026
  • Deemed Date of Resolution Passing: Saturday, October 17, 2026 (if passed)

Process and Compliance

  • The notice is being sent electronically in compliance with MCA Circulars (including General Circular Nos. 14/2020, 17/2020, 20/2020, and the latest 03/2025) and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.
  • The company has engaged National Securities Depository Limited (NSDL) to provide the e-voting facility.
  • Mr. Sridhar Mudaliar (Membership No. FCS 6156, COP No. 2664) of M/s. SVD & Associates, Company Secretaries, Pune, has been appointed as the Scrutinizer for the process. Mrs. Sheetal Joshi (Membership No. FCS 10480, COP No. 11635) is the alternate.
  • The notice is available on the company's website (www.bfutilities.com) and NSDL's website (www.evoting.nsdl.com).

Director Profile: Mr. Ajay Charuchandra Kirtane

  • DIN: 02711040
  • IDDB Registration No.: IDDB-DI-202609-100882
  • Date of Birth: July 11, 1967 (Age 59)
  • Nationality: Indian
  • Qualifications: B.Com from Pune University; Cost and Works Accountant (CWA).
  • Experience: Over 34 years in financial management, debt syndication, mergers and acquisitions, and private equity. Founder and former Associate Member of management consultancy firm Shah & Kirtane (retired March 31, 2025).
  • Expertise: Financial Management, Debt Syndication, Mergers & Acquisitions.
  • Current Directorships in Listed Companies: None.
  • Shareholding in BF Utilities: Holds no shares in the company.
  • Relationship with other Directors/KMP: Not related to any other Director or Key Managerial Personnel.
  • Remuneration: Entitled to receive sitting fees for board/committee meetings and reimbursement of expenses. May also receive an annual commission as recommended by the Nomination and Remuneration Committee (NRC) and approved by the board, within statutory limits.

Governance and Approval Process

  • The appointment was initially approved by the board via circular resolution on September 07, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC).
  • The company has received a notice from a member under Section 160 of the Companies Act, 2013, proposing Mr. Kirtane's candidature.
  • Mr. Kirtane has provided the necessary consent (Form DIR-2), declaration of independence under Section 149(6) of the Act, and confirmation of compliance with the Independent Directors Databank rules.

Voting Instructions and Shareholder Services

  • Detailed instructions for e-voting via NSDL's platform are provided for shareholders holding shares in both dematerialized and physical form.
  • Helpdesk contacts are provided for NSDL (evoting@nsdl.com, 022-48867000) and CDSL (helpdesk.evoting@cdslindia.com, 1800-2109911).
  • Shareholders are urged to ensure their KYC details, PAN, email addresses, and mobile numbers are updated with their Depository Participants (DPs) or the company's RTA, MUFG Intime India Pvt Ltd.
  • The Register of Directors and Key Managerial Personnel will be available for electronic inspection by members from the notice date until October 17, 2026, upon request via email to secretarial@bfutilities.com.

Financial Impact

No direct financial impact is quantified in the disclosure. The director's remuneration will consist of sitting fees and a potential commission, which are standard and within existing policy frameworks.