1. Appointment of Mr. Ramesh Kheradia as Additional Non-Executive Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Ramesh Kheradia (DIN: 11804859), aged 70, as an Additional Non-Executive Independent Director of the Company. The appointment is effective from 26th August, 2026, and he is not liable to retire by rotation. This appointment is subject to approval by shareholders of the Company.

Mr. Kheradia is a fellow member of the Institute of Company Secretaries of India and a Law Graduate with over 30 years of experience as a Practicing Company Secretary and Consultant. His expertise includes Corporate Laws, Foreign Exchange Management, SEBI Regulations, Foreign Contribution Regulations, and Public Issues. He appears as an authorized representative before Central Government, Regional Director, Registrar of Companies, SEBI, SAT, NCLT, and NCLAT on various Corporate Law matters. He is not related to any other Director of the Company.

The company confirmed that Mr. Kheradia is not debarred from holding the office of Director by virtue of any SEBI order or other authority, and is not disqualified under Section 164 of the Companies Act, 2013.

2. Re-appointment of Ms. Divya Zalani as Non-Executive Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a second term of five consecutive years. The term will run from 31st December, 2026 to 30th December, 2031 (both days inclusive), and she is not subject to retirement by rotation. This re-appointment is subject to approval by shareholders of the Company.

Ms. Zalani holds a Bachelor of Commerce degree from M.S. University of Baroda and is a Chartered Accountant from ICAI. She has extensive working experience in practice with various corporates and firms, currently providing services in Direct Taxation, Indirect Taxation, Audit and Assurance, Financial Management, Advisory services, Secretarial services, and Bookkeeping services. She is not related to any other Director of the Company.

The company confirmed that Ms. Zalani is not debarred from holding the office of Director by virtue of any SEBI order or other authority, and is not disqualified under Section 164 of the Companies Act, 2013.

3. Appointment of Statutory Auditors

Based on the recommendation of the Audit Committee, the Board approved the appointment of M/s. Ambalal M. Shah & Co., Chartered Accountants (Firm Registration No. 0100304W) as Statutory Auditors of the Company. This appointment fills the casual vacancy caused by the resignation of M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W).

The appointment is effective from 26th August, 2026, and will continue until the conclusion of the ensuing 35th Annual General Meeting (AGM). Additionally, it is proposed to appoint them as Statutory Auditors for a term of five consecutive years commencing from the conclusion of the 35th AGM until the conclusion of the 40th AGM (covering Financial Years 2026-27 to 2030-31). This appointment will be placed for shareholder approval at the ensuing 35th AGM.

M/s. Ambalal M. Shah & Co. is a Chartered Accountant firm established in 1953 based in Vadodara. The firm has experience across audit and assurance, taxation, regulatory compliance, and advisory services. It is registered with the Western India Regional Council of the Institute of Chartered Accountants of India and holds a Peer Review certificate.

4. Reconstitution of Committees

Consequent to the change in composition of the Board of Directors, the Board approved the reconstitution of the Audit Committee and Nomination and Remuneration Committee with effect from 26th August, 2026, in accordance with the Companies Act, 2013 and SEBI Listing Regulations.

Audit Committee Composition:

  • Ms. Divya Zalani (Chairperson) - Non-Executive Independent Director
  • Mr. Dipak Raval (Member) - Whole Time Director
  • Mr. Vinay Pandya (Member) - Non-Executive Independent Director
  • Mr. Ramesh Kheradia (Member) - Additional Director, Non-Executive Independent Director

Nomination and Remuneration Committee Composition:

  • Ms. Divya Zalani (Committee Chairperson) - Non-Executive Independent Director
  • Mr. Vinay Pandya (Member) - Non-Executive Independent Director
  • Mr. Ramesh Kheradia (Member) - Additional Director, Non-Executive Independent Director