Resignation Details

  • Mr. Anil Khandelwal resigned as Independent Director with immediate effect
  • The company acknowledges his resignation and recognizes his contribution
  • The resignation was previously intimated on August 25, 2026 under Regulation 30 of SEBI (LODR) Regulations, 2015

Governance Response

1. Nomination and Remuneration Committee (NRC)

  • Committee is duly constituted under Section 178 of the Companies Act, 2013 and Regulation 19
  • Comprises 5 members: 4 Independent Directors and 1 Chairman/Whole-Time Director
  • Chaired by an Independent Director
  • All resolutions on director selection and KMP remuneration are unanimous
  • The company states that concerns raised are subjective assessments of internal deliberative processes, not any breach of law or regulation
  • All suggestions from the outgoing Director were considered and implemented where deemed desirable

2. Professional Assignments to Firms with Director Interests

Recent Acquisition: The company recently acquired a majority stake in another company where:

  • Professional services of a law firm for drafting the Acquisition Agreement (Share Purchase Agreement) were availed
  • One senior partner of this law firm serves on the Board as an Independent Director
  • Financial and Tax Due Diligence of the Target Company was carried out by a reputed professional firm
  • One senior partner of this due diligence firm serves as Audit Committee Chairman and Independent Director

Disclosure Compliance:

  • Each concerned Director disclosed interest in Form MBP-1 under Section 184(1) read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014
  • Disclosures made at the first Board meeting of each financial year and on every change
  • All disclosures were noted by the Board
  • All directors were aware of the relationships through presentations made to Directors

Transaction Terms:

  • Services availed at arm's length basis
  • Fees paid were within statutorily prescribed limits under Companies Act 2013
  • Declarations under Section 149(7) and Regulation 25(8) were obtained

3. Acquisition Approval Process

  • Acquisition of the target company was approved by the Board on June 23, 2026
  • Approval based on two valuation reports from Independent External Valuation Experts
  • The resolution was passed unanimously during the meeting

Company Commitment

The company states it remains fully committed to highest standards of corporate governance, transparency, and regulatory compliance. The Board believes all material decisions are taken through established governance processes involving appropriate deliberation and professional advice. The company will continue to comply with all applicable disclosure and regulatory requirements.