Key Resolutions and Updates

1. Note of Demise of Managing Director

The Board of Directors noted, with profound grief and deep sorrow, the demise of Shri Umesh B. Sandu (DIN: 01132141), Managing Director of the Company. He passed away on June 19, 2026. The Board recorded its appreciation for his invaluable guidance, dedicated leadership, and significant contributions to the Company's growth.

2. Appointment of Additional Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Dr. Neeti Madan Kapre (DIN: 06801264) as an Additional Non-Executive Independent Director.

  • Term: Five consecutive years, effective from July 11, 2026, to July 10, 2031.
  • Eligibility: The Board confirmed that Dr. Kapre fulfills all conditions for appointment as an Independent Director under the Companies Act, 2013, and SEBI LODR Regulations, 2015. It was confirmed she is not debarred from holding the office of director by any SEBI or other authority order.
  • Profile: Dr. Neeti Madan Kapre is an MBBS Gold Medallist from Indira Gandhi Government Medical College, Nagpur, and holds an M.S. (ENT) from K.E.M. Hospital, Mumbai, and a D.N.B. (ENT). She was a Clinical Research Fellow in Head and Neck Services at TMH, Mumbai (Aug 2013 - Aug 2015) and an observer at Memorial Sloan Kettering Cancer Centre, New York, under a Global Fellowship Programme. She is a founder member of the Indian Society of Thyroid Surgeons and the Vidarbha Society of Head and Neck Oncology, an executive committee member of the Indian Society of Thyroid Surgeons and Thyroid Society Nagpur, and a life member of several professional bodies including the Asia Pacific Thyroid Society and the Association of Otolaryngologists of India.

3. Redesignation of Chairman to Managing Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the redesignation of Shri Balram Viswanathan (DIN: 10245195).

  • From: Chairman and Non-Executive Independent Director
  • To: Chairman and Managing Director and Key Managerial Personnel
  • Term: Three years, commencing from July 11, 2026, up to July 10, 2029.
  • Approvals: The redesignation is subject to approval by the company's members at the ensuing General Meeting and other required statutory/regulatory approvals. The terms and conditions of his appointment, including remuneration, will be subject to member approval.
  • Profile: Shri. Balram Viswanathan is a B.Com., FCA, and CPA (USA) with over 30 years of experience in the financial services industry. His expertise includes Audit, Taxation, Mergers & Acquisitions Advisory, Due Diligence, Compliance, Valuation Services, Financial Planning & Analysis, Financial Control, Regulatory Reporting, Business Strategy, Treasury, and Risk Management. It was confirmed he is not related to any other Director, KMP, or Promoter of the Company and is not debarred from holding office by any SEBI order.

4. Reconstitution of Board Committees

The Board approved the immediate reconstitution of the following committees pursuant to the demise of Shri Umesh Sandu and the redesignation of Shri Balram Viswanathan:

  • Audit Committee: Chairman - Mr. Vijay Kottapalli (Non-Exe Independent Director); Members - Mr. Ajit Rajaram Kantak (Non-Exe Independent Director), Mr. Balram Viswanathan (Non-Exe Independent Director).
  • Nomination and Remuneration Committee: Chairman - Mr. Ajit Rajaram Kantak (Non-Exe Independent Director); Members - Mr. Shashank Sandu (Non-Exe Non-Independent Director), Mr. Vijay Kottapalli (Non-Exe Independent Director).
  • Stakeholders' Relationship Committee: Chairman - Mr. Shashank Sandu (Non-Exe Non-Independent Director); Members - Mr. Ajit Rajaram Kantak (Non-Exe Independent Director), Dr. Neeti Madan Kapre (Non-Exe Independent Director).

5. Revision of Vigil Mechanism Policy / Whistle Blower Policy

The Board approved the revision of the Company's Vigil Mechanism Policy. The revision involved replacing the name of the late Shri Umesh B. Sandu with Shri Balram Viswanathan (in his capacity as Chairman and Managing Director) wherever applicable in the policy. The revised policy is effective from the date of board approval (July 11, 2026).

The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, fraud, or violation of the company's code of conduct. It includes safeguards against victimization and allows for direct access to the Chairperson of the Audit Committee in exceptional cases. The Nodal Officer for receiving protected disclosures is Mr. Balram Viswanathan. The policy outlines detailed procedures for the receipt, investigation, and disposal of disclosures, emphasizing confidentiality and protection for whistleblowers.