Date and Type of Meeting

The resolution is to be passed via a Postal Ballot, not a physical meeting. The process is deemed to have been completed on the last date of e-voting, Sunday, 1st November 2026.

Summary of Proposed Resolution and Implications

The single resolution proposed is a Special Resolution:

1. TO CONSIDER AND APPROVE RE-APPOINTMENT OF MR. BHASKAR SEN (DIN: 03193003) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR FOR A SECOND TERM OF 1 (ONE) YEAR.

The resolution seeks to re-appoint Mr. Bhasker Sen, aged 73, for a term from September 18, 2026, to September 17, 2027. His remuneration would consist of sitting fees, reimbursement of expenses for meetings, and a profit-related commission as prescribed by the Board, all within statutory limits. The resolution is based on the recommendation of the Nomination Remuneration and Compensation Committee and the Board's approval on September 17, 2026. Mr. Sen has provided declarations confirming his eligibility, independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the LODR Regulations, and that no circumstances impair his judgment.

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting. The company has engaged Central Depository Services (India) Limited (CDSL) to provide this facility. Physical copies of the notice are not being sent; it is being distributed only via electronic mode to members whose email addresses are registered as of the cut-off date.

Key Voting Calendar and Eligibility

  • Cut-off date for eligibility: Friday, 25th September 2026
  • Date of completion of dispatch of Postal Ballot notice: Wednesday, 30th September 2026
  • e-Voting Start date and time: Saturday, 3rd October 2026 from 9:00 a.m. (IST)
  • e-Voting End date and time: Sunday, 1st November 2026 at 5:00 p.m. (IST)
  • Date of submission of Scrutinizer's Report: On or before Tuesday, 3rd November 2026
  • Date of Declaration of Result by the Chairperson: On or before Tuesday, 3rd November 2026

Voting rights are proportionate to the paid-up equity share capital held as of the cut-off date.

Scrutinizer's Role and Findings

Mr. Atul Kumar Labh, a Practicing Company Secretary (Membership No. 4848, CP No.3238) and Partner of M/s. LABH & LABH Associates, has been appointed as the Scrutinizer. His role is to conduct the Postal Ballot process fairly and transparently. He is required to submit his report to the Chairperson after scrutinizing the e-voting results. The results will be declared on or before November 3, 2026.

Compliance with Laws and Regulations

The notice and process are in compliance with:

  • Sections 108, 110, 102, 149, 150, 152, and 160 of the Companies Act, 2013.
  • Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014.
  • Multiple General Circulars issued by the Ministry of Corporate Affairs (MCA Circulars).
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

The notice is available on the company's website (www.sencogold.com), CDSL's website (www.evotingindia.com), and the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com).

Names and Roles of Signatories

The notice and explanatory statement are signed by Mukund Chandak, Company Secretary & Compliance Officer (ICSI Membership No.: A20051), by order of the Board.

Director Details (Annexure-A)

  • Name: Mr. Bhasker Sen
  • DIN: 03193003
  • Designation: Non-Executive Independent Director
  • Date of Birth / Age: 9th December 1952 / 73 years
  • Date of first appointment: 18-09-2021
  • Qualifications: Bachelor of Commerce (Honours) from the University of Calcutta; Certified Associate of the Indian Institute of Bankers (CAIIB).
  • Experience: Four decades in finance, banking, and investment management. Former Chairman and Managing Director of United Bank of India, Executive Director at Dena Bank, and Independent Director at Bandhan Bank Limited.
  • Directorships in other companies: None
  • Shares held in the company: Not Applicable (NA)
  • Board Meeting Attendance: 3 out of 3 meetings attended.

Additional Information for Shareholders

  • Institutional shareholders must submit a scanned copy of Board Resolutions/Authority Letters to the Scrutinizer at aklabhcs@gmail.com (with a copy to corporate@sencogold.co.in) for their vote to be valid.
  • Members whose email/mobile numbers are not registered must update them with their Depository Participant or provide necessary documents to the company/RTA.
  • Grievances related to e-voting are to be addressed to Mr. Rakesh Dalvi, Assistant Vice President at CDSL.