This is a regulatory disclosure filed with BSE Limited under SEBI Listing Regulations, detailing the outcomes of the Board of Directors meeting held on September 2, 2026, from 02:00 P.M. to 03:37 P.M. (IST).
1. Appointment of Statutory Auditors
Based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s Rasool Singhal & Co., Chartered Accountants (Firm Registration No. 500015N) as the Statutory Auditors of the Company. This appointment fills the casual vacancy caused by the resignation of the erstwhile statutory auditors, M/s S S R C A & Co., and is effective from September 2, 2026. The firm will hold office until the date of the ensuing Annual General Meeting (AGM).
Profile of M/s Rasool Singhal & Co.: A firm of Chartered Accountants registered with ICAI with experience in providing statutory audit, internal audit, taxation, assurance, advisory, and other professional services to companies across diverse sectors, including listed entities. The firm has an experienced team with expertise in financial reporting, corporate laws, taxation, internal controls, and regulatory compliances.
2. Appointment of Internal Auditors
Based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s N D M & Company, Chartered Accountants (Firm Registration No. 036038N) as Internal Auditors to conduct the Internal Audit of the Company for the financial year 2026-27. The appointment is effective from September 2, 2026.
Profile of M/s N D M & Company: A firm of Chartered Accountants registered with ICAI with experience in providing internal audit, risk advisory, assurance, and other professional services to entities across diverse sectors. The firm has an experienced team with expertise in internal financial controls, risk management, process reviews, financial reporting, corporate laws, taxation, and regulatory compliances.
3. Employee Stock Option Scheme, 2026
Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors recommended for shareholder approval the implementation of the Employee Stock Option Scheme, 2026 ("Plan" or "ESOS 2026"). The plan contemplates the creation, issue, and grant of up to 1,00,00,000 (One Crore) employee stock options for eligible employees of the Company, its group companies, subsidiaries, associates, and holding companies (existing or future).
Key Scheme Details (from Annexure-I):
- The scheme is compliant with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
- A maximum of 1 crore fully paid-up equity shares (face value ₹10 each) can be allotted upon exercise of options.
- The Exercise Price will be decided by the Compensation Committee (Nomination and Remuneration Committee) on the grant date per SEBI regulations and shall not be less than the face value of the shares.
- The exercise period for vested options shall be 5 years from the respective vesting date.
- There shall be a minimum period of one year between the grant of options and vesting of options.
- The scheme will be administered by the Nomination and Remuneration Committee.
- No grants have been made under the plan yet, as board approval is subject to shareholder approval.
- Items related to options exercised, money realized, shares issued, options lapsed, variation of terms, and diluted EPS are marked "Not applicable at this stage."
4. Convening of Annual General Meeting
The Board of Directors decided to convene the 23rd Annual General Meeting (AGM) on Tuesday, September 29, 2026, at 11:00 A.M. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The cut-off date for sending the notice of AGM and the Annual Report to members is Friday, August 28, 2026. Detailed information regarding the AGM will be disclosed in due course.
Additional Information
The disclosure is made pursuant to SEBI Listing Regulations 30 and relevant master circulars. Relevant disclosures will also be submitted in XBRL mode where required. The letter is signed by Rachit Malhotra, Company Secretary and Chief Compliance Officer (Membership No. A39894).