Resolutions for Shareholder Approval

The Company is seeking approval from members through postal ballot (e-voting) for the following resolutions:

1. Re-classification of Member of "Promoter Group" to "Public" Category (Ordinary Resolution)

  • Subject: Re-classification of Mr. Somnath Lature from "Promoter Group" to "Public" category.
  • Shareholding Details: Mr. Somnath Lature currently holds 71,250 equity shares, representing 0.29% of the company's shareholding.
  • Regulatory Basis: Pursuant to Regulation 31A of SEBI Listing Regulations.
  • BSE Approval: The company has received a No Objection Letter from BSE Limited (Letter No. LIST/COMP/SJ/112/2026-27) dated June 10, 2026.
  • Compliance Confirmation: Mr. Lature has confirmed compliance with all conditions specified in sub-clauses (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A, including that he:
  • Does not hold more than 10% of total voting rights
  • Does not exercise control over company affairs
  • Has no special rights through formal/informal arrangements
  • Is not represented on the Board
  • Is not a Key Managerial Personnel
  • Is not a wilful defaulter per RBI guidelines
  • Is not a fugitive economic offender
  • Implementation: The re-classification will be effected in the Statement of Shareholding Pattern from the immediate succeeding quarter under Regulation 31 of SEBI Listing Regulations.
  • Board Approval: The Board of Directors approved this re-classification at its meeting held on February 06, 2026, based on a request letter received from Mr. Lature dated February 05, 2026.
  • Voting Restriction: Mr. Somnath Lature and persons related to him shall not vote on this resolution.

2. Re-appointment of Mrs. Manisha Shelar (DIN: 09308799) as an Independent Woman Director (Special Resolution)

  • Term: Second term of 3 consecutive years from September 04, 2026, to September 03, 2029.
  • Current Term: First term commenced on September 04, 2021, and ends on September 03, 2026.
  • Qualifications: Master of Technology (M.Tech.) in VLSI Design and Bachelor of Engineering (B.E.) in Electronics and Telecommunication Engineering. Currently pursuing Ph.D. in Electronics and Telecommunication Engineering.
  • Experience: 16 years of experience in electronics, telecommunication, VLSI design, academic leadership, teaching, and research.
  • Current Position: Assistant Professor at Jawahar Education Society's Institute of Technology, Management & Research, Nashik.
  • Committee Memberships: Member of Audit, Stakeholder Relationship & Nomination and Remuneration Committees of the Company.
  • Remuneration (FY 2025-26): Received sitting fees of ₹20,000.
  • Future Remuneration: Entitled to sitting fees for Board/Committee meetings, reimbursement of actual expenses, and commission as may be approved by the Board within statutory limits.
  • Independence Declaration: Has submitted declaration meeting independence criteria under Section 149(6) of Companies Act, 2013, and Regulation 16(1)(b) of SEBI Listing Regulations.
  • Shareholding: Does not hold any shares in the company, either directly or as beneficial owner.
  • Board Evaluation: Based on performance evaluation, the Board believes she possesses requisite experience and expertise to contribute effectively.
  • Approval Process: Recommended by Nomination & Remuneration Committee via circular resolution passed on June 26, 2026.

E-Voting Process Details

  • E-Voting Agency: National Securities Depository Limited (NSDL)
  • Cut-off Date: Friday, June 26, 2026
  • Voting Period: Friday, July 03, 2026, at 9:00 a.m. to Saturday, August 01, 2026, at 5:00 p.m. IST
  • Scrutinizer: Ms. Amruta Narendra Giradkar, Practicing Company Secretary (Membership No. 48693, COP No. 19381)
  • Result Declaration: On or before Tuesday, August 04, 2026
  • Result Publication: Results along with Scrutinizer's Report will be forwarded to BSE Limited and uploaded on company website (www.sgfrl.com) and KFin Technologies Ltd website (https://www.kfintech.com)

Document Availability

The Postal Ballot Notice has been uploaded on:

  • Company website: www.sgfrl.com
  • BSE website: www.bseindia.com
  • NSDL e-voting website: www.evoting.nsdl.com