Key Quantitative Figures & Dates

  • Cut-off date for shareholder eligibility: July 31, 2026
  • E-voting commencement: 09:00 AM on Friday, August 07, 2026
  • E-voting conclusion: 05:00 PM on Sunday, September 06, 2026
  • Result declaration deadline: On or before 05:00 PM IST on Tuesday, September 08, 2026

Parties Involved

  • Scrutinizer: M/s Anuj Gupta & Associates, Practising Company Secretaries (FRN: S2015DE314800), represented by Mr. Anuj Gupta (Membership No. ACS 31025)
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • RTA: Skyline Financial Services Pvt. Ltd.

Business Items for Shareholder Approval

The postal ballot contains four special resolutions for the appointment of Independent Directors (Non-Executive):

1. Mr. Vimal Bhatnagar (DIN: 11089200): Proposed term of 1 year, commencing June 11, 2026.

2. Ms. Prerna Singh (DIN: 10153909): Proposed term of 1 year, commencing June 11, 2026.

3. Mr. Babu Ram Somani (DIN: 09517274): Proposed term of 1 year, commencing June 11, 2026.

4. Mr. Rahul Khadriya (DIN: 03578394): Proposed term of 5 consecutive years, commencing July 27, 2026.

Background and Rationale (Explanatory Statement)

All four individuals were first appointed as Additional Directors (Non-Executive Independent) by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

  • Mr. Vimal Bhatnagar, Ms. Prerna Singh, and Mr. Babu Ram Somani were appointed via a resolution by circulation with effect from June 11, 2026.
  • Mr. Rahul Khadriya was appointed at a Board meeting held on July 27, 2026.

Pursuant to Section 161(1) of the Companies Act, 2013, they hold office only until the date of this postal ballot. SEBI LODR Regulation 17(1C) mandates that shareholder approval for such appointments must be obtained at the next general meeting or within three months of appointment, whichever is earlier.

The Company has received from each director:

  • Consent to act as Director (Form DIR-2)
  • Declaration of non-disqualification (Form DIR-8)
  • A declaration confirming they meet the independence criteria under Section 149(6) of the Act and Regulation 16(1)(b) of the LODR Regulations.
  • Consent for inclusion in the IICA data bank of Independent Directors.

Director Profiles & Terms

  • Mr. Vimal Bhatnagar (DIN: 11089200): M.Com, CFA, holds diplomas in Business Finance and Network-Centered Computing. A finance professional since 1994, currently an Independent Director of Vegorama Punjabi Angithi Limited (BSE-listed). Entitled to sitting fees only.
  • Ms. Prerna Singh (DIN: 10153909): B.Com, practising Company Secretary with over 9 years of experience. Independent Director of AK Infradream Limited. Entitled to sitting fees only.
  • Mr. Babu Ram Somani (DIN: 09517274): Chartered Accountant advising manufacturing and FMCG businesses on taxation and finance. Entitled to sitting fees only.
  • Mr. Rahul Khadriya (DIN: 03578394): B.Com, FCS, LLB. Managing Partner of M/s SRC & Co., Company Secretaries, with over 15 years of experience in corporate advisory, secretarial audit, and FEMA. Entitled to sitting fees only.

None of the proposed directors hold any shares in the Company.

E-Voting Process

The postal ballot is conducted solely through remote e-voting; physical ballot forms are not being sent.

  • The notice is being sent electronically to all members whose email addresses are registered with their DP or the Company's RTA.
  • NSDL is providing the e-voting platform.
  • Detailed instructions for shareholders holding shares in both demat and physical form are provided in the notice.
  • The scrutinizer will submit a report to the Chairman, and the results will be announced on or before September 8, 2026, and communicated to the stock exchanges.

Financial Impact

No financial impact is quantified in the disclosure. The directors will only be entitled to sitting fees for board and committee meetings, as per statutory limits.

Capital Structure Impact

No impact on the capital structure or shareholding pattern is mentioned.

Governance & Compliance

This is a routine governance procedure to comply with statutory requirements for confirming the appointment of Independent Directors.