Key Quantitative Figures

  • Mr. Ambarish Daga's proposed annual remuneration range: ₹6,000,000 to ₹10,000,000
  • Mrs. Shruti Jatia's proposed annual remuneration range: ₹4,000,000 to ₹8,000,000
  • Mr. Ambarish Daga's current remuneration: ₹4,602,392 per annum
  • Mrs. Shruti Jatia's current remuneration: ₹3,600,000 per annum
  • Mr. Ambarish Daga's shareholding: 1,100 Equity Shares

Dates of Action

  • Cut-off date for voting eligibility: Friday, 03rd July, 2026
  • Remote e-Voting commencement: Tuesday, 07th July, 2026 at 9:00 a.m. IST
  • Remote e-Voting conclusion: Wednesday, 05th August, 2026 at 5:00 p.m. IST
  • Results announcement: On or before 07th August, 2026
  • Mr. Daga's reappointment effective date: 26th July, 2026
  • Mrs. Jatia's reappointment effective date: 3rd September, 2026
  • Board meeting date for approval: 13th May, 2026

Parties Involved

  • e-Voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Company Secretary in Practice
  • Directors subject to reappointment: Mr. Ambarish Daga (DIN: 07125212) and Mrs. Shruti Jatia (DIN: 00227127)
  • Compliance Officer: Darshana Avadhoot Sawant, Company Secretary & Compliance Officer

Purpose and Rationale

The Postal Ballot is being conducted to seek shareholder approval through Special Resolutions for:

1. Re-appointment of Mr. Ambarish Daga as Whole-Time Director (Executive Director) for three years

2. Re-appointment of Mrs. Shruti Jatia as Whole-Time Director (Executive Director) for three years

The Board recommends their reappointment based on their qualifications, experience (25+ years for Mr. Daga, 30+ years for Mrs. Jatia), and significant contributions to the company.

Director Background Details

Mr. Ambarish Daga

  • Date of Birth: 15th November, 1974 (51 years)
  • Qualifications: Chartered Financial Analyst from Institute of Chartered Financial Analysts of India, Hyderabad
  • Experience: Over 25 years in corporate operations with expertise in finance and operations management
  • First appointment: 26th July, 2023
  • Current remuneration: ₹4,602,392 per annum
  • Shareholding: 1,100 Equity Shares

Mrs. Shruti Jatia

  • Date of Birth: 29th December, 1971 (54 years)
  • Qualifications: Bachelor of Commerce and Post Graduate Diploma in Business Management
  • Experience: Three decades in finance, accounts and business operations of manufacturing, trading and investment companies
  • First appointment: 3rd September, 2023
  • Current remuneration: ₹3,600,000 per annum
  • Shareholding: Nil
  • Relationship: Spouse of Mr. Anup Jatia
  • Other directorships: Control Print Limited, Argo F&B Private Limited, FAI Corporate Services Private Limited, Black Rose Trading Private Limited, Atmasantosh Foundation, Tozai Enterprises Private Limited, Livingrose Speciality Chemicals Private Limited, Accent Industries Limited, Asian Polyacrylamides Private Limited
  • Resigned from listed entity in past 3 years: Hercules Hoists Limited

Voting Process Details

The company has engaged NSDL to provide remote e-Voting facilities. Voting will be conducted entirely electronically with no physical documents sent to members. Members must have their email addresses registered with the company/depositories to participate.

Voting rights will be proportional to shareholding as on the cut-off date (3rd July, 2026). Institutional shareholders must submit Board Resolutions/Authority letters to the Scrutinizer.

Remuneration Components

For both directors, remuneration includes:

  • Salary
  • House Rent Allowance/Flat Rent and Maintenance
  • Phone and Communication Allowance
  • Medical Allowance
  • Uniform Allowance
  • Newspaper and Periodicals Allowance
  • Transport (Conveyance Allowance)
  • Performance Incentive
  • Ex-gratia
  • Gratuity
  • Provident Fund
  • Bonus

In case of loss or inadequacy of profits, remuneration payment will be governed by limits prescribed under Section 197 read with Schedule V of Companies Act, 2013.

Financial Impact

No specific financial impact quantified beyond the disclosed remuneration ranges. The reappointments are subject to shareholder approval and comply with Companies Act requirements, eliminating need for Central Government approval.

Documents Availability

All documents referred to in the Postal Ballot Notice are available for electronic inspection without fee by members from the date of circulation until the last date of e-Voting by emailing investor@blackrosechemicals.com.

The notice is available on company website (www.blackrosechemicals.com), BSE website (www.bseindia.com), and NSDL website (www.evoting.nsdl.com).