Date: August 25, 2026

KMP / Board / Auditor Changes

  • Mr. Anil Khandelwal (DIN: 00005619) resigned as Independent Director with immediate effect
  • The resignation was disclosed under Regulation 30 of SEBI LODR Regulations, 2015
  • The company acknowledged his contribution and provided reasons for resignation as required under Para A(7B) of Part A of Schedule III

Governance Clarifications

Nomination and Remuneration Committee

  • The NRC is duly constituted under Section 178 of the Companies Act, 2013 and Regulation 19
  • Committee composition: 5 members (4 Independent Directors and 1 Chairman/Whole-Time Director)
  • Committee is chaired by an Independent Director
  • All resolutions on director selection and KMP remuneration are unanimous
  • Company states the concerns raised are subjective assessment of internal deliberative processes and not any breach of law or regulation
  • All suggestions of the outgoing Director were considered and implemented where considered desirable

Professional Assignments

  • Company recently acquired majority stake in another company
  • Professional services of a law firm for drafting Acquisition Agreement (Share Purchase Agreement) were availed
  • One senior partner of this law firm serves on the Board as an Independent Director
  • Financial and Tax Due Diligence of Target Company carried out by professional firm whose senior partner is Audit Committee Chairman and Independent Director
  • Interest disclosure: Each concerned Director disclosed interest in Form MBP-1 under Section 184(1) read with Rule 9 of Companies (Meetings of Board and its Powers) Rules, 2014
  • Disclosures made at first Board meeting of each financial year and on every change
  • All directors were aware of these relationships through presentations made to Directors
  • Services availed at arm's length with fees within statutorily prescribed limits under Companies Act 2013
  • Declarations under Section 149(7) and Regulation 25(8) were obtained

Acquisition Details

  • Acquisition of company approved by Board on June 23, 2026
  • Based on two valuation reports from Independent External Valuation Experts
  • Resolution passed unanimously during meeting

Company Statement

  • Company remains fully committed to highest standards of corporate governance, transparency, and regulatory compliance
  • Matters in resignation relate primarily to governance and process perspectives
  • Board takes these matters seriously and remains open to constructive dialogue
  • Board believes all material decisions are taken through established governance processes involving appropriate deliberation and professional advice
  • Company will continue to comply with all applicable disclosure and regulatory requirements