Board Composition and Governance Structure

The company has an 8-member Board of Directors with the following composition:

Executive Directors:

  • Mr. Gokul Naresh Tandan (DIN: 00441563, PAN: AACPT0696H) - Chairperson & MD, appointed 31-07-2000
  • Mr. Shantanu Upadhyay (DIN: 07709657, PAN: AAKPU2232N) - CEO-MD, reappointed 11-02-2025
  • Mr. Rajeev Talwar (DIN: 01449785, PAN: AAAPT1797P) - Executive Director, reappointed 20-02-2026

Non-Executive Directors:

  • Mr. Rajendra Virupaksha Kulkarni (DIN: 00988255, PAN: ABBPK8717J) - Non-Executive Non-Independent Director, appointed 01-07-2002
  • Ms. Geeta Singh (DIN: 10269520, PAN: BEQPS0306J) - Independent Director, reappointed 29-09-2023
  • Mr. Vikram Grover (DIN: 09692781, PAN: ASBPG6511D) - Independent Director, reappointed 30-09-2022
  • Mr. Sanjay Kumar Jain (DIN: 01014176, PAN: AADPJ6779L) - Independent Director, reappointed 11-02-2025
  • Ms. Natasha Goyal (DIN: 07066059, PAN: BHLPM3361B) - Independent Director, reappointed 20-02-2026

All directors are active with no disqualifications under Section 164 of the Companies Act, 2013.

Committee Composition

Audit Committee (3 members):

  • Chairperson: Ms. Geeta Singh (Independent Director, appointed 28-08-2023)
  • Member: Mr. Vikram Grover (Independent Director, appointed 12-08-2022)
  • Member: Mr. Rajendra Virupaksha Kulkarni (Non-Executive Director, appointed 13-10-2015)

Nomination and Remuneration Committee (3 members):

  • Chairperson: Ms. Geeta Singh (Independent Director, appointed 28-08-2023)
  • Member: Mr. Vikram Grover (Independent Director, appointed 12-08-2022)
  • Member: Mr. Rajendra Virupaksha Kulkarni (Non-Executive Director, appointed 14-11-2018)

Stakeholders Relationship Committee (3 members):

  • Chairperson: Ms. Geeta Singh (Independent Director, appointed 28-08-2023)
  • Member: Mr. Vikram Grover (Independent Director, appointed 12-08-2022)
  • Member: Mr. Rajendra Virupaksha Kulkarni (Non-Executive Director, appointed 14-11-2018)

Risk Management Committee and Corporate Social Responsibility Committee are not applicable to the entity.

Board and Committee Meetings

Board Meetings (9 meetings in the quarter):

  • 28-01-2026: 4 directors present (2 independent) out of 6 total directors
  • 05-02-2026: 5 directors present (2 independent) out of 8 total directors
  • 21-02-2026: 4 directors present (2 independent) out of 8 total directors
  • 03-03-2026: 4 directors present (2 independent) out of 8 total directors
  • 12-03-2026: 4 directors present (2 independent) out of 8 total directors
  • 26-03-2026: 4 directors present (2 independent) out of 8 total directors
  • 31-03-2026: 3 directors present (3 independent) out of 8 total directors
  • 20-05-2026: 5 directors present (2 independent) out of 8 total directors
  • 30-05-2026: 5 directors present (2 independent) out of 8 total directors

Quorum requirement was met in all meetings.

Committee Meetings:

  • Audit Committee: 05-02-2026 and 30-05-2026 (all 3 members present)
  • Nomination and Remuneration Committee: 05-02-2026 and 30-05-2026 (all 3 members present)
  • Stakeholders Relationship Committee: 05-02-2026 and 30-05-2026 (all 3 members present)

Compliance Status

The company reported full compliance with SEBI LODR requirements:

  • Board composition compliant: Yes
  • Audit Committee composition compliant: Yes
  • Nomination & remuneration committee composition compliant: Yes
  • Stakeholders relationship committee composition compliant: Yes
  • Risk management committee: Not Applicable
  • Committee members aware of powers and responsibilities: Yes
  • Meetings conducted as per regulations: Yes
  • Report placed before Board of Directors: Yes

Acquisition of Shares in Unlisted Companies

The company acquired shares in two unlisted companies during the quarter:

1. Agnetta International Private Limited

  • Date of acquisition: 20-05-2026
  • Previous holding: 0%
  • Acquired during quarter: 100%
  • Aggregate holding at quarter end: 100%

2. Empyrean Spirits Private Limited

  • Date of acquisition: 20-05-2026
  • Previous holding: 98%
  • Acquired during quarter: 1.5%
  • Aggregate holding at quarter end: 99.5%

Regulatory Penalty Disclosure

The company received a penalty from BSE:

  • Authority: BSE
  • Nature: Regulation 23(9) - LODR Regulations
  • Date of receipt: 30-06-2026
  • Violation: Non-compliance with requirement to disclose related party transactions in specified format within prescribed timeline
  • Financial impact: None (fine duly paid)

Investor Grievance Details

  • Complaints pending at beginning of quarter: 0
  • Complaints received during quarter: 0
  • Complaints disposed during quarter: 0
  • Complaints remaining unresolved at end of quarter: 0

Cyber Security

No cyber security incidents, breaches, or loss of data occurred during the quarter.