Description of Special Resolution

The resolution seeks the appointment of Ms. Vasuta Agarwal (DIN: 07480674) as a Non-Executive Independent Director of the company.

Key Quantitative Figures & Dates

  • Term of Appointment: Three consecutive years, from November 04, 2026, to November 03, 2029.
  • Cut-off Date for E-voting Eligibility: Friday, November 06, 2026.
  • E-voting Period: Commences at 09:00 AM (IST) on Saturday, November 14, 2026, and ends at 05:00 PM (IST) on Sunday, December 13, 2026.
  • Result Declaration: On or before Tuesday, December 15, 2026.
  • Deemed Passing Date: If passed, the resolution will be deemed passed on the last date of the e-voting process, i.e., Sunday, December 13, 2026.

Parties Involved

  • Appointee: Ms. Vasuta Agarwal
  • Scrutinizer: M/s K.K. Singh & Associates, Company Secretaries
  • E-voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Outgoing Director: Ms. Somya Satsangi (DIN: 07275574), whose tenure concludes on February 7, 2027.

Purpose and Rationale

The appointment is recommended by the Nomination & Remuneration Committee (NRC) to ensure a smooth transition at the Board level. The Board considered Ms. Agarwal's expertise in technology, artificial intelligence, strategy, and business operations to be valuable.

Remuneration and Financial Impact

Ms. Agarwal will be entitled to:

  • Sitting fees for attending meetings of the Board and/or its Committees, as recommended by the NRC and approved by the Board.
  • Reimbursement of expenses incurred for attending such meetings.
  • Commission, if any, within the limits approved by the members for Non-Executive Directors.

The financial impact of the sitting fees and potential commission is not quantified in the disclosure.

Capital Structure Impact

There is no impact on the capital structure disclosed. Ms. Agarwal holds NIL shares in the company.

Director Profile and Details

  • Date of Birth (Age): August 06, 1983 (43 Years)
  • Qualification: PGDM from IIM Bangalore; B.E. from BITS Pilani.
  • Current Role: Chief Revenue Officer at Gnani.ai.
  • Previous Experience: InMobi, McKinsey & Company, Intel.
  • Other Directorships: IndiaMART InterMESH Ltd (Ind. Director), Kaya Limited (Ind. Director), Iglulabs Software Pvt Ltd (Director), Valetez Services Pvt Ltd (Director).
  • Declarations: The company has received her consent (DIR-2), a non-disqualification form (DIR-8), and a declaration of independence as per the Companies Act, 2013 and SEBI LODR Regulations.

Voting Process

Approval is sought exclusively through a postal ballot process using remote e-voting only. Physical copies of the notice are not being sent. The notice has been sent electronically to members whose email IDs were registered with the company/depositories as of the cut-off date.

Governance and Compliance

  • The Board confirms that Ms. Agarwal is independent from management and fulfills all conditions specified in the Act and Listing Regulations.
  • Except for Ms. Agarwal herself, no other directors or Key Managerial Personnel (KMPs) are concerned or interested in the resolution.

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