Board Decisions Approved

1. Director Re-appointment

The Board approved the re-appointment of Mr. Tirukkurungudi Seshadri Srinivasan (DIN: 07044410) as Non-Executive Independent Director for a period of 5 years with effect from 26th August, 2026 to 25th August, 2031.

Special Circumstance: Mr. Srinivasan is attaining 75 years of age with effect from 8th October, 2026. In terms of Regulation 17(1A) of SEBI (LODR) Regulations, 2015, the re-appointment requires approval of shareholders by way of Special Resolution in the ensuing Annual General Meeting.

Justification for Re-appointment: The Board, based on recommendation of Nomination and Remuneration Committee, provided the following justification:

  • Significant contribution towards strengthening corporate governance framework and Board deliberations
  • Valuable guidance in strategic decision-making, regulatory compliance and business growth initiatives
  • Deep understanding of company's business, industry dynamics and regulatory environment
  • Active participation in Board and Committee meetings with constructive contributions
  • Continued fulfilment of independence criteria under Companies Act, 2013 and SEBI (LODR) Regulations, 2015

Director Profile: Mr. Tirukkurungudi Seshadri Srinivasan is a FCA, ACS and ACMA with more than 45 years of experience in finance, accounting and Company Law matters. He is a Chartered Accountant, Company Secretary and Cost and Management Accountant.

2. Internal Auditor Appointment

Based on recommendations of Audit Committee, the Board approved appointment of M/s. Rathi & Shah as Internal Auditor of the company for financial year 2026-2027.

Auditor Profile: M/s. Rathi & Shah (Firm Registration Number: 0158275) is a Chennai-based Chartered Accountancy firm established in April 2016 by three Chartered Accountants - Shilpi Rathi, Vaibhav Rathi, and Umang R Shah - each with 12+ years of experience, largely from Price Waterhouse (PwC India).

The firm has a 12-member team and offers three core service lines:

  • Audit & Assurance: statutory and tax audits, ICFR/IFC compliance, internal audits, risk control frameworks
  • Taxation: domestic tax planning, litigation support, GST advisory, expat tax compliance
  • Advisory & Consulting: due diligence, MIS review, back-office accounting support, fixed asset verification, legal structuring

3. Annual General Meeting Arrangements

  • Approved Notice convening the 34th Annual General Meeting scheduled for Saturday, 18th July, 2026 at 02:30 PM through Video Conferencing (VC) or Other Audio Visual Means (OAVM)
  • Approved Board's Report with Annexure, Management Discussion and Analysis and Corporate Governance Report for 34th AGM

4. Share Register Closure

Pursuant to Section 91 of Companies Act, 2013 read with Rule 10(1) of Companies (Management and Administration) Rules, 2014 and Regulation 42 of SEBI (LODR), 2015:

  • Register of Beneficial Owners / Register of Members and Share Transfer Books will remain closed from Sunday, 12th July, 2026 to Saturday, 18th July, 2026 (both days inclusive)
  • Saturday, 11th July, 2026 fixed as "Cut Off Date" for determining members eligible to vote or attend AGM

5. E-voting Arrangements

  • Decided to provide e-voting facility to shareholders through CDSL platform for the 34th AGM
  • Appointed Mr. Ramesh Chandra Mishra from M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice (Membership No.: 5477, Certificate of Practice No.: 3987) as Scrutinizer to scrutinize e-voting and submit report as prescribed under Companies Act, 2013

Financial Impact

No specific financial impact quantified in the disclosure. The appointments and AGM arrangements represent routine corporate governance matters.