Resignation Details

  • Director: Mr. Anil Khandelwal (DIN: 00005619)
  • Position: Independent Director
  • Resignation Date: August 24, 2026
  • Effective Date: August 24, 2026 (immediate effect)
  • Committees: Resigned from Nomination and Remuneration Committee (NRC), CSR Committee, and as Chairman of Stakeholders' Relationship Committee

Reason for Resignation

Mr. Khandelwal cited fundamental divergence in governance understanding and specific concerns:

1. Role and Effectiveness of NRC

  • Concerns regarding process integrity in director selection and KMP compensation
  • Matters treated as management prerogatives rather than independent NRC deliberation
  • Oral and written submissions did not improve the process

2. Commercial Assignments Involving Firms Associated with Independent Directors

  • Professional due-diligence assignments for a proposed acquisition were given to firms where two Independent Directors (including Audit Committee Chairman) hold senior partner positions
  • These engagements were not disclosed at the Board meeting approving the acquisition
  • Concerned directors did not recuse themselves
  • Company and directors argued this was not legally required
  • Mr. Khandelwal believes this creates actual, potential or perceived conflicts of interest
  • Specifically references violation of principles in Schedule IV of Companies Act, 2013 (fiduciary obligation, independence, objectivity, integrity)

Governance Concerns Summary

  • Lack of transparency in processes
  • Insufficient process integrity
  • Compromised independence of directors
  • Inadequate institutionalization
  • Substantive functioning issues with Board and Committees

Additional Information

  • Joined Board in 2024 post-listing
  • Confirms no other material reasons for resignation beyond those stated
  • Requests necessary disclosures and filings with stock exchanges, Registrar of Companies, and other authorities including Form DIR-12
  • Filed pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026

Financial Impact

Financial impact not quantified in the disclosure.