Key Resolutions:
1. Appointment of Additional Director
- Mr. Manharbhai Kurjibhai Jadav (DIN: 01193143) was appointed as an Additional Director, designated as a Non-Executive Independent Director.
- The appointment is effective from June 8, 2026, for a period of 5 years.
- The appointment is subject to the approval of the Members of the Company.
- The company affirmed that Mr. Jadav is not debarred from holding the office of director by virtue of any SEBI order or other authority.
- A detailed profile was provided in Annexure-A, stating he is a distinguished civil engineer and former Secretary of the Water Resources Department, Government of Gujarat, with over 44 years of leadership experience. He is currently Vice President at LCC Projects Limited.
- It was disclosed that Mr. Jadav is not related to any of the existing Directors of the Company.
2. Reconstitution of Board Committees
The Board considered and approved the reconstitution of various committees, effective from June 9, 2026:
- Stakeholder Relationship Committee:
- Mr. Sujit Gulati (Independent Director) - Chairperson
- Mr. Manharbhai Kurjibhai Jadav (Independent Director) - Member
- Mr. Dipakkumar Kanubhai Thakkar (Executive Director) - Member
- Nomination & Remuneration Committee:
- Dr. Pritha Dev (Independent Director) - Chairperson
- Mr. Rajesh Chhaganbhai Tarpara (Independent Director) - Member
- Mr. Manharbhai Kurjibhai Jadav (Independent Director) - Member
- Audit Committee:
- Mr. Rajesh Chhaganbhai Tarpara (Independent Director) - Chairperson
- Dr. Pritha Dev (Independent Director) - Member
- Mr. Sujit Gulati (Independent Director) - Member
- Mr. Jayesh Kanubhai Thakkar (Joint Managing Director) - Member
- Corporate Social Responsibility Committee:
- Mr. Kanubhai Jivatram Thakkar (Chairman & Managing Director) - Chairperson
- Mr. Jayesh Kanubhai Thakkar (Joint Managing Director) - Member
- Mr. Manharbhai Kurjibhai Jadav (Independent Director) - Member
- Risk Management Committee:
- Mr. Dipakkumar Kanubhai Thakkar (Executive Director) - Chairperson
- Mr. Kanubhai Jivatram Thakkar (Chairman & Managing Director) - Member
- Mr. Jayesh Kanubhai Thakkar (Joint Managing Director) - Member
- Mr. Hiteshkumar Tarachand Thakkar (Chief Executive Officer and Whole Time Director) - Member
- Mr. Rajesh Chhaganbhai Tarpara (Independent Director) - Member
3. Appointment at Subsidiary
- Dr. Pritha Dev (DIN: 11662814) was appointed as a Director of Riya International Pte. Ltd., a material step-down subsidiary.
4. Postal Ballot Notice
- The Board considered and approved the Postal Ballot Notice for seeking shareholder approval for the following appointments:
- Appointment of Mr. Rajesh Chhaganbhai Tarpara (DIN: 00006741) as Non-Executive Independent Director for 5 years effective from May 15, 2026.
- Appointment of Ms. Pritha Dev (DIN: 11662814) as Non-Executive Independent Director for 5 years effective from May 15, 2026.
- Appointment of Mr. Manharbhai Kurjibhai Jadav (DIN: 01193143) as Non-Executive Independent Director for 5 years effective from June 8, 2026.
5. Appointment of Scrutinizer
- The Board considered the appointment of CS Chirag Shah, Partner, M/s Chirag Shah & Associates (Membership No. FCS: 5545; CP No: 3498) as the Scrutinizer to scrutinize the e-voting process for the Postal Ballot.
- CS Raimeen Maradiya, Partner, M/s Chirag Shah & Associates (Membership No. FCS: 11283; CP No: 17554) was appointed to act as Scrutinizer failing CS Chirag Shah.
6. E-Voting Service Provider
- The Board considered the appointment of National Securities Depository Limited (NSDL) as the service provider for e-voting for the Postal Ballot.
The disclosure was signed by Jaimish Govindbhai Patel, Company Secretary and Compliance Officer (Membership no.: A42244), and filed with the BSE and NSE.