Key Decisions and Approvals:
1. Financial Results Approval: The Board approved the Unaudited Standalone and Consolidated Financial Results for the Quarter and Half Year Ended September 30, 2026. The Limited Review Reports for these results were issued by the Statutory Auditors, M/s Khandelwal & Mehta LLP, Chartered Accountants.
2. Appointment of Secretarial Auditor: Based on the recommendation of the Audit Committee, the Board approved the appointment of Mr. Harshvardhan Tarkas, Practicing Company Secretary (Certificate of Practice No. 24169; Peer Review Firm No. 5745/2024), as the Secretarial Auditor. This appointment fills the casual vacancy caused by the demise of the previous auditor, Mr. Ashok Patel of M/s. Ashok Patel & Associates. Mr. Tarkas will hold office from the date of the meeting (November 12, 2026) until the conclusion of the next Annual General Meeting, conducting the secretarial audit for FY 2026-2027. His profile notes he is a law and commerce graduate with experience in corporate law, securities law, and compliance, supporting both listed and unlisted entities.
3. Appointment of Independent Director: Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Ratneshwar Prasad (DIN: 10625105) as a Non-Executive Independent Director for a term of 5 consecutive years, effective from the date of shareholder approval via a special resolution. Mr. Prasad, aged 75, is a B.Tech (Mechanical Engineering) from IIT Kharagpur, holds an LL.B. degree, and an M.Sc in Finance. A former Indian Revenue Service officer, he retired as Chairman of the Central Board of Direct Taxes (CBDT) in 2008 and was a founding member of the Competition Commission of India (CCI). He is not related to any other director of the company and is not debarred from holding office.
4. Sale of Land Asset: The Board approved, based on the Audit Committee's recommendation, the sale/disposal of approximately 55 acres of land owned by the company in Village Vashivali and Vadgaon, P.O. Patalganga, Taluka Khalapur, District Raigad, Maharashtra. The land is to be sold on an "as is where is" basis, in one or more tranches, to unidentified buyer(s) who are not related parties. The minimum consideration is set at ₹80,00,00,000 (Rupees Eighty Crores) or the fair market value determined by an independent valuer, whichever is higher. This sale is subject to shareholder approval by special resolution through Postal Ballot under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of the Listing Regulations. The transaction is not a related party transaction and falls outside any Scheme of Arrangement.
5. Sale of Wholly-Owned Subsidiary: The Board approved, based on the Audit Committee's recommendation, the sale/disposal of the company's entire 100% shareholding in its material wholly-owned subsidiary, Rama Capital and Fiscal Services Private Limited. The sale is to unidentified buyer(s) who are not related parties, at an equity value of not less than ₹0.22 (Rupees Twenty-Two Paise) per share. This transaction is also subject to shareholder approval by special resolution through Postal Ballot under Section 180(1)(a) of the Companies Act, 2013 and Regulations 24(5) and 37A of the Listing Regulations. Upon completion, Rama Capital and Fiscal Services will cease to be a subsidiary. For the financial year ended March 31, 2026, the subsidiary contributed ₹0.28 Crores (47.31%) to the consolidated turnover/revenue and ₹0.00 Crores (0.00%) to the consolidated net worth. The transaction is not a related party transaction or a slump sale.
6. Postal Ballot Notice: The Board approved the Postal Ballot Notice and explanatory statement to seek shareholder approval for the appointment of Mr. Ratneshwar Prasad as an Independent Director, the sale of land, and the sale of the subsidiary stake. The notice will be sent to shareholders in due course.