Meeting Details

This is a postal ballot process, not a physical meeting. The notice is dated May 22, 2026, and was communicated to the stock exchanges on June 8, 2026. The cut-off date for determining member eligibility to vote was Friday, June 5, 2026.

Summary of Proposed Resolution and Implications

The notice contains a single item of special business:

  • Item No. 1: Approval of Material Related Party Transaction(s) with Nirani Sugars Limited for FY 2026-27. An Ordinary Resolution is proposed to authorize the Board of Directors to enter into transactions with Nirani Sugars Limited (a related party) for an aggregate value up to ₹2,500 Crores. These transactions involve the purchase of raw materials (bagasse, syrup/clear juice, molasses, steam) up to ₹2,000 Crores and the sale of goods (diesel, chemicals, steam) up to ₹500 Crores.

The transaction is deemed material as it exceeds 10% of the company's annual consolidated turnover (₹1,727.51 Crores in FY 2025-26), amounting to 144.71% of the previous year's turnover. The justification provided states that these transactions are operationally essential for ensuring a continuous supply of critical feedstock for the company's ethanol and bioenergy manufacturing, offer supply chain efficiencies, and are conducted on an arm's length basis. An independent arm's length pricing report was obtained from M/s. B B S R & Associates LLP and reviewed by the Audit Committee.

Voting Process and Methods

The voting is to be conducted solely through a remote e-voting process; no physical polling or proxy voting is allowed. The company has appointed National Securities Depository Limited (NSDL) to provide the e-voting facility.

The e-voting period is from 09:00 AM (IST) on Wednesday, June 10, 2026, to 05:00 PM (IST) on Thursday, July 9, 2026. Detailed instructions for shareholders to cast their votes electronically via the NSDL platform are provided in the document, including login methods for demat and physical shareholders.

Key Voting Outcomes and Scrutinizer

  • The results of the postal ballot are scheduled to be announced on or before Saturday, July 11, 2026.
  • Mr. Deepak Sadhu, a Practicing Company Secretary (Membership No.: 39541, COP No.: 14992), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of votes will be final.
  • The results will be displayed on the company's website (www.trualtbioenergy.com), NSDL's website (evoting.nsdl.com), and the company's registered office. The results will also be communicated to the BSE Limited and the National Stock Exchange of India Limited.

The notice clarifies that related parties, as defined under SEBI LODR Regulations, are not permitted to vote on this resolution.

Compliance with Laws and Regulations

The notice explicitly states compliance with:

  • Section 110 of the Companies Act, 2013, read with Rules 20 & 22 of The Companies (Management & Administration) Rules, 2014.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Multiple General Circulars issued by the Ministry of Corporate Affairs (MCA), including Nos. 14/2020, 17/2020, 09/2024, and 03/2025.
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024.
  • The notice is being sent only electronically to members whose email addresses are registered, in line with the MCA's Green Initiative.

Other Relevant Information

The explanatory statement provides extensive details on the related party transaction as required by SEBI's Industry Standards, including:

  • Previous year's transactions with Nirani Sugars Limited: Purchases of ₹873.18 Cr, Sales of ₹101.95 Cr, Rental Expenses of ₹0.37 Cr (FY 2025-26).
  • Basis for pricing determination for each type of transaction (linked to government-notified prices, cost of generation, or prevailing market prices).
  • Directors considered interested in the resolution: Mr. Vijaykumar Murugesh Nirani (MD), Mr. Vishal Nirani, and Ms. Sushmitha Vijaykumar Nirani, due to their shareholding in Nirani Sugars Limited.