The addendum incorporates Item No. 3 to the EGM agenda, which seeks shareholder approval through a Special Resolution for the appointment of Mrs. Rekha Panwar (DIN: 10063180) as a Non-Executive Independent Director of the Company. The proposed term is for two consecutive years from October 14, 2026 to October 13, 2028.
Explanatory Context
Mrs. Rekha Panwar was previously appointed as an Additional Director by the Board of Directors at its meeting held on August 11, 2026, subject to shareholder approval. However, due to a technical error, the resolution for her appointment as Non-Executive Independent Director could not be included in the e-voting process for the Annual General Meeting. Consequently, her appointment ceased to be effective after the AGM concluded.
The Board of Directors, at its meeting held on October 14, 2026, approved her reappointment as an Additional Non-Executive Independent Director effective from October 14, 2026, and recommended it for shareholder approval.
Director Qualifications and Disclosures
The company has received the following requisite disclosures/declarations from Mrs. Rekha Panwar:
- Consent to act as Director under Section 152 of the Companies Act, 2013 (Form DIR-2)
- Disclosure of interest under Section 184(1) of the Act (Form MBP-1)
- Declaration under Section 164 of the Act (Form DIR-8) confirming she is not disqualified to become Director
- Declaration of independence under Section 149(6) of the Act and per Listing Regulations
- Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, confirming she has not been debarred from holding office of Director by SEBI or any other authority
Director Profile
- Name: Rekha Panwar
- DIN: 10063180
- Designation: Independent Director
- Date of Birth: April 5, 1981
- Qualification: Graduate
- Experience: More than five years with extensive experience in Corporate Law and Legal expertise
- Functional Expertise: Expertise in the field of law, compliances and corporate affairs
- Previous Appointment Date: August 11, 2026
- Proposed Reappointment Date: October 14, 2026
- Remuneration: Sitting fees for attending Board and Committee meetings (no fixed remuneration)
- Shareholding: Nil equity shares in the company
- Other Directorships: Nil
- Committee Positions in Other Companies: Nil
- Relationship with Other Directors: Nil
Board Recommendation
The Board considers Mrs. Rekha Panwar to be a person of integrity with relevant expertise and experience, fulfilling the conditions specified in the Companies Act, 2013 and SEBI Listing Regulations for appointment as an Independent Director. The Board recommends her appointment as proposed.
Voting and Interest Disclosure
Except Mrs. Rekha Panwar and her relatives (to the extent of their shareholding interest, if any), none of the other Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested in the resolution.
Effective Date and Documentation
The addendum forms an integral part of the original EGM Notice dated October 06, 2026, and all other contents of the original notice remain unchanged. The EGM is scheduled for November 05, 2026, at 11:30 A.M. at the Registered Office of the Company at 8, Bhatt Ji Ki Baari, Udaipur - 313001, Rajasthan.