Proposed Resolution and Implications
The resolution is for a SPECIAL BUSINESS item: 'Approval of Material Related Party Transactions of the Company'.
It is proposed as an Ordinary Resolution.
The resolution seeks approval for Ganges Securities Limited to enter into contracts/arrangements/transactions with Morton Foods Limited (MFL), a related party.
The maximum aggregate value of these transactions is approved to be Rs. 15,00,00,000/- (Rupees Fifteen Crores).
This approval is valid until the next Annual General Meeting of the Company to be held in 2027.
The specific transaction detailed is an unsecured loan to MFL to meet its working capital and general funding requirements.
The loan will carry an interest rate of 9.25% per annum and will be repayable on demand by Ganges Securities, with a maximum tenure of one year.
The funds for the transaction will be sourced from the company's internal accruals and other available liquid resources.
Rationale and Materiality
The transaction is classified as a 'material' related party transaction as per SEBI Listing Regulations and the company's policy because its value (Rs. 15 crores) exceeds 10% of the company's annual consolidated turnover.
The value of the proposed transaction represents 41.54% of the company's consolidated turnover for the immediately preceding financial year (2025-2026).
The Audit Committee and Board of Directors have approved the proposal, noting that the transaction is at arm's length, in the ordinary course of business, and presents a 'compelling opportunity driven by strong future growth potential.'
Ms. Urvi Mittal, Managing Director of Ganges Securities, is also a director of MFL and is therefore considered an interested party. Her shareholding in MFL is noted as Nil.
Historical Context with Related Party
Historical transactions with MFL in FY 2025-2026 are provided:
- Loan Given: Rs. 1,921 Lakhs
- Loan Refunded: Rs. 1,273 Lakhs
- Equity Investment: Rs. 345 Lakhs (including share premium)
In the current financial year (up to the quarter preceding this notice), a loan of Rs. 200 Lakhs has already been given to MFL.
There have been no defaults by MFL concerning any obligations from previous transactions.
Financials of the Related Party (Morton Foods Limited)
FY 2025-2026 Financial Performance of MFL:
- Turnover: Rs. 7,158.70 Lakhs
- Profit After Tax: (Rs. 2,119.29 Lakhs) [Loss]
- Net Worth: (Rs. 1,759.84 Lakhs) [Negative]
The value of the proposed loan represents 20.95% of MFL's annual consolidated turnover for the preceding financial year.
MFL has not availed of any credit rating.
Voting Process and Timeline
The voting will be conducted solely through a remote e-voting process; no physical polling will occur.
The Company has engaged National Securities Depository Limited (NSDL) to provide the e-voting facility.
Cut-off Date: Friday, October 09, 2026. Only members registered as of this date are eligible to vote.
E-voting Period: Commences on Wednesday, October 14, 2026, at 9:00 A.M. (IST) and ends on Friday, November 13, 2026, at 5:00 P.M. (IST).
The e-voting module will be disabled by NSDL immediately after the closing time.
The notice is being sent only by email to members whose email addresses are registered with the Company/RTA/Depository Participants.
Scrutinizer and Result Declaration
Mr. Mohan Ram Goenka, a Practising Company Secretary (FCS:4515, COP No.:2551), has been appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner.
The Scrutinizer's decision on the validity of votes cast will be final.
The result of the postal ballot will be announced within two working days of the conclusion of the e-voting period (i.e., by November 15, 2026).
The results will be displayed on the Company's website (www.birla-sugar.com), NSDL's website (www.evoting.nsdl.com), and communicated to the stock exchanges (BSE and NSE).
The resolution, if passed, will be deemed to have been passed on the last date of e-voting: November 13, 2026.
Compliance and Regulations
The notice and process are issued in compliance with:
- Section 110 of the Companies Act, 2013
- Rule 22 of the Companies (Management and Administration) Rules, 2014
- Ministry of Corporate Affairs (MCA) Circulars including General Circular Nos. 14/2020, 17/2020, and 03/2025
- Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
- Secretarial Standard on General Meetings (SS-2)
Signatories and Contact
Vijaya Agarwala, Company Secretary (ACS-38658), signed the notice and the covering letter to the exchanges on behalf of Ganges Securities Limited.
For any queries related to e-voting, members can contact NSDL's helpdesk at evoting@nsdl.com or 022-4886 7000.
For issues with document access or email registration, members can contact the company at gangessecurities@birlasugar.org.