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Epigral Limited — Proxy Solicitation & Information Statement 2026
Apr 17, 2026
59342_rns_2026-04-17_cc4a2102-9819-4338-a390-e15eb0b64c4a.pdf
Proxy Solicitation & Information Statement
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17.04.2026
To, National Stock Exchange of India Limited “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East) Mumbai 400 051
BSE Limited Floor- 25, P J Tower, Dalal Street, Mumbai 400 001
SYMBOL:- EPIGRAL
Scrip Code: 543332
Dear Sirs,
Sub.: Postal Ballot Notice — Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).
In terms of Regulation 30 of the Listing Regulations, we enclose herewith Postal Ballot Notice together with the Explanatory Statement, seeking approval of the members of the Company.
Further, in compliance with various circulars issued by Ministry of Corporate Affairs from time to time, the postal ballot notice is being sent in electronic form only to those members who have registered their email address with the Company / Registrar & Share Transfer Agent i.e. MUFG Intime India Private Limited (‘MUFG Intime’) or with their Depository Participant(s) (‘DPs’) and whose names appear in the Register of Members/Register of Beneficial Owners as received from the Depositories as on Friday, 10[th] April, 2026 (“cut-off date”).
The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide e-voting facility to its Members.
The e-voting period commences from 9.00 a.m. (IST) on Monday, 20[th] April, 2026 and ends at 5.00 p.m. (IST) on Tuesday, 19[th] May, 2026.
You are requested to kindly take the same on record.
Thanking You,
Yours faithfully,
For Epigral Limited
GAURANG Digitally signed by GAURANG GHANSHYAM GHANSHYAM TRIVEDI Date: 2026.04.17 12:09:10 TRIVEDI +05'30'
Gaurang Trivedi Company Secretary and Compliance Officer M. No. 22307
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EPIGRAL LIMITED
Epigral Tower, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India. Phone No.: +91-79-7176 1000; +91-79-29709600; Website: www.epigral.com; Email: [email protected]
POSTAL BALLOT NOTICE
[Pursuant to Section 108, 110 of the Companies Act, 2013, read with Rule 20, 22 of the Companies (Management and Administration) Rules, 2014]
| E-VOTING STARTS ON | E-VOTING ENDS ON |
|---|---|
| Monday, 20thApril, 2026 | Tuesday, 19thMay, 2026 |
Dear Members,
NOTICE is hereby given pursuant to provisions Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (the “Act”), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standards issued by the Institute of Company Secretaries of India on General Meeting (“SS-2”) and the relaxations and clarifications issued by Ministry of Corporate Affairs (‘MCA’) vide General Circular No. 03/2025 dated 22[nd] September, 2025 (in continuation to the circulars issued earlier in this regard) and subsequent circulars issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as the “MCA Circulars”) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time) for seeking approval of the Members of Epigral Limited (the “Company”) for the business set out hereunder through Postal Ballot by remote e-voting (“Postal Ballot/ e-Voting”).
The Explanatory Statement pursuant to Sections 102 of the Act pertaining the Special Resolutions setting out the material facts concerning the same and the reasons thereof forms part of this Postal Ballot notice.
The Board of Directors of the Company (the “Board”) has appointed CS Utkarsh Shah of M/s. Utkarsh Shah & Co., Practising Company Secretary, Ahmedabad (Membership No. FCS 12526; COP No.26241), to act as the Scrutinizer for conducting the Postal Ballot through e-Voting process in a fair and transparent manner.
Pursuant to provisions of the Act and the SEBI Listing Regulations, the Company has engaged services of Central Depository Services (India) Limited (“CDSL”) to provide e-Voting facility for its Members.
The remote E-voting facility shall commence from Monday, 20[th] April, 2026 at 9.00 a.m. and concludes on Tuesday, 19[th] May, 2026 at 5.00 p.m . E-Voting module shall be disabled by CDSL for voting thereafter.
REMOTE EVOTING INSTRUCTIONS: EVSN: 260415004
You are requested to peruse the proposed resolution along with the explanatory statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company not later than 5:00 p.m. on Tuesday, 19[th] May, 2026, failing which it will be strictly considered that no reply has been received from the Member. Members desiring to exercise their votes are requested to carefully read the instructions in the Notes under the section “Instructions for Remote e-Voting” provided in the Notes to this Postal Ballot notice.
In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice. The communication of the assent or dissent of the Members would only take place through the remote e-Voting system.
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The Scrutinizer will submit his report to the Chairman of the Company and, in his absence, any person of the Company duly authorised by the Chairman, after completion of scrutiny of Postal Ballots in a fair and transparent manner. The results of voting shall be declared within two working days from the conclusion of the Postal Ballot i.e. on or before Thursday, 21[st] May, 2026 and will be displayed along with the Scrutinizer’s Report at the Registered Office of the Company, communicated to the Stock Exchanges (NSE and BSE) and would also be uploaded on the Company's website: www.epigral.com .
The resolutions, if approved by the requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. Tuesday, 19[th] May, 2026, in terms of the Secretarial Standards on General Meeting (SS2) issued by the Institute of Company Secretaries of India.
SPECIAL BUSINESS:
1. Re-appointment of Mr. Sanjay Asher (DIN: 00008221) as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20[th] May, 2026:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to provisions of Section 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) [including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force], the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Sanjay Asher (DIN: 00008221) as NonExecutive Independent Director of the Company, for a second term of five (5) consecutive years commencing from 20[th] May, 2026 up to 19[th] May, 2031, not liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company, be and are hereby severally authorized to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned or incidental thereto including filing of forms / documents with appropriate authorities.”
2. Re-appointment of Mr. Kanubhai Patel (DIN: 00008395) as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20[th] May, 2026:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to provisions of Section 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) [including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force], the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Kanubhai Patel (DIN: 00008221) as NonExecutive Independent Director of the Company, for a second term of five (5) consecutive years commencing from 20[th] May, 2026 up to 19[th] May, 2031, not liable to retire by rotation.
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RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company, be and are hereby severally authorized to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned or incidental thereto including filing of forms / documents with appropriate authorities.”
3. Re-appointment of Mr. Raju Swamy (DIN: 03032679) as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20[th] May, 2026:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to provisions of Section 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) [including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force], the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Raju Swamy (DIN: 03032679) as Non-Executive Independent Director of the Company, for a second term of five (5) consecutive years commencing from 20[th] May, 2026 up to 19[th] May, 2031, not liable to retire by rotation.
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), consent of the Members of the Company be and is hereby accorded for continuation of Mr. Raju Swamy (DIN: 03032679), as Non-Executive Independent Director having attained the age of 75 years.
RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary of the Company, be and are hereby severally authorized to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned or incidental thereto including filing of forms / documents with appropriate authorities.”
By order of the Board of Director
of Epigral Limited
Sd/-
Gaurang Trivedi Company Secretary and Compliance Officer Membership No. A22307
Date: 16.04.2026
Place: Ahmedabad
Registered Office: Epigral Tower, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India.
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NOTES
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In compliance with the MCA Circulars, the Notice of the Postal Ballot is being sent by electronic mode only to those members whose names appears in the Register of Members / List of Beneficial Owners maintained by the Company or its Registrar and Transfer Agent i.e. MUFG Intime India Private Limited (‘RTA’) or Depositories as at close of business hours on Friday, 10[th] April, 2026 (the ‘Cut-off date’) and whose e-mail IDs are registered with the Company or its RTA or with the Depository Participants (DPs) as on the Cut-off date. As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.
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Members may note that the Notice is available on the Company’s website at www.epigral.com , website of the Stock Exchanges i.e. National Stock Exchange of India Limited (NSE) at www.nseindia.com , BSE Limited (BSE) at www.bseindia.com , respectively, and also on the website of e-Voting service provider i.e. Central Depository Services (India) Limited (CDSL), e-Voting website at https://www.evotingindia.com/ .
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In case of Member(s) who have not registered their e-mail IDs, are requested to please follow instructions at Point No. 6 to register their e-mail IDs for obtaining notice of postal ballot and login details of e-voting.
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Members holding shares in demat form can get their e-mail IDs registered with their Depository Participants or by sending e-mail to [email protected] .
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Members whose names appears in the Register of Members/ List of Beneficial Owners as on the cut-off date i.e. Friday, 10[th] April, 2026 are eligible to vote on the resolution set forth in this Notice. A person who is not a member as on the cut-off date should treat this notice for information purpose only.
6. INSTRUCTIONS FOR REMOTE E-VOTING:
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A. The e-voting period Monday, 20[th] April, 2026 at 9.00 a.m. and concludes on Tuesday, 19[th] May, 2026 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 10[th] April, 2026 the cut-off date (record date) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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B. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.
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C. In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024, shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id correctly in their demat accounts to access remote e-Voting facility.
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I. Login method for Individual shareholders holding securities in demat mode is given below:
1. Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL Depository |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders holding securities in demat mode with NSDL Depository |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. |
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4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp . You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Individual You can also login using the login credentials of your demat account through your Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful (holding securities login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be in demat mode) redirected to NSDL/CDSL Depository site after successful authentication, wherein you can login through their see e-Voting feature. Click on company name or e-Voting service provider name and you will Depository be redirected to e-Voting service provider website for casting your vote during the remote Participants (DP) e-Voting period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. CDSL and NSDL
| **Login type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at: 022 - 4886 7000 and 022 - 2499 7000 |
2. Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below:
| For Physical | shareholders and other than individual shareholders holding shares in Demat. |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
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Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Bank Details demat account or in the company records in order to login. OR Date of • If both the details are not recorded with the depository or company, please enter the Birth (DOB)
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If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
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7) After entering these details appropriately, click on “SUBMIT” tab.
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8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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10) Click on the EVSN for the relevant Epigral Limited on which you choose to vote.
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11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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16) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
18) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] .
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.
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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES.
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For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company / RTA email id .
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911
Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911
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EXPLANATORY STATEMENT
[Pursuant to the provisions of Section 102 of the Companies Act, 2013 & Rules framed thereunder]
The following Statement sets out all material facts relating to the business mentioned under Item Nos. 1 to 3 of the accompanying Notice dated 16[th] April, 2026 and shall be taken as forming part of the Notice.
Item No.1: Re-appointment of Mr. Sanjay Asher (DIN: 00008221) as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20[th] May, 2026
In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable sections of the Companies Act, 2013 (‘Act’) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘SEBI Listing Regulations’), the Company had appointed Mr. Sanjay Asher (DIN: 00008221) as Non-Executive Independent Director for a term of five consecutive years w.e.f. 20[th] May, 2021 at the 14[th] Annual General Meeting of the Company held on 23[rd] September, 2021. Accordingly, he will be completing his first term of appointment as an Independent Director on 19[th] May, 2026.
Mr. Sanjay Asher has diverse experience and expertise in the areas of areas of litigations/legal, finance, taxation, compliance, governance, mergers & acquisitions etc. His insights and strategic perspective have provided objective and independent view that effectively contributed to the Board and Board-Committees deliberations. His continued association is expected to further strength and add value to the Board. In view of the valuable contributions made by Mr. Sanjay Asher and based on the performance evaluation, skills, experience, knowledge, the Management believes that his re-appointment as an Independent Director shall support sound governance during ongoing strategic initiatives.
As per Section 149 of the Act read with Regulation 25 of the SEBI Listing Regulations, an Independent Director may hold office for two terms of up to 5 (five) consecutive years each with the approval of the members by way of Special Resolution. Accordingly, the Nomination & Remuneration Committee and the Board of Directors, at their respective meetings held on 15[th] April, 2026 and 16[th] April, 2026, respectively, have recommended re-appointment of Mr. Sanjay Asher on the Board of the Company to hold office for a second term of five consecutive years, commencing from 20[th] May, 2026 to 19[th] May, 2031, as Non-Executive Independent Director, not liable to retire by rotation, in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
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re-appointment. He has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. He has confirmed that he has not been debarred from holding the office of a Director by virtue of any Order by of the Securities and Exchange Board of India or any other authority. He has submitted a declaration in terms of Regulation 25(8) of the SEBI Listing Regulations that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. He also submitted a declaration that he is in compliance with the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Mr. Sanjay Asher fulfils the conditions specified in the Act and Rules made thereunder read with the provisions of the SEBI Listing Regulations for his re-appointment as Non-Executive Independent Director of the Company and is independent of the Management. The Company has also received a notice in writing from a Member under Section 160 of the Act proposing the reappointment of Mr. Sanjay Asher as Non-Executive Independent Director of the Company.
The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail of his services as Non-Executive Independent Director of the Company. Accordingly, the Board recommends the resolution, pursuant to the provisions of the Act and SEBI Listing Regulations, in relation to the reappointment of Mr. Sanjay Asher as Non-Executive Independent Director as set out at item No. 1 of this Notice, for approval of the Members of the Company as a Special Resolution.
A draft copy of the letter of appointment as an Independent Director, setting out the terms and conditions is available for inspection by the members and is also disclosed on the Company’s website at - - https://epigral.com/governance policies compliances/
Other than Mr. Sanjay Asher and/or his relatives, none of the Directors, Key Managerial Personnel (‘KMP’) of the Company or their respective relatives are, in any way, concerned or interested in the Resolution as set out at Item No. 1 of this Notice. Mr. Sanjay Asher is not related to any Director or KMP of the Company.
Details as required under Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standard – 2 are provided hereunder:
| Details as required under Regulation are provided hereunder: |
36(3) of the SEBI Listing Regulations and the Secretarial Standard – 2 |
|---|---|
| Name | Mr. SanjayAsher |
| Date of Birth(Age) | 26/11/1963(62years) |
| Qualification | Bachelor’s Degree in Commerce and in Law from the University of Bombay. He is also a qualified Chartered Accountant and was admitted as a Solicitor in theyear 1993. |
| Brief Resume / Experience | Mr. Sanjay K Asher is presently a Senior Partner with M/s Crawford Bayley and Co., which is India’s oldest law firm, established in 1830. He specializes in the fields of M&A, cross border M&A, joint ventures, private equity and capital markets and advises large, medium and small businesses in these areas. Mr. Sanjay K. Asher has been a noted speaker at various seminars and conferences including those organized by The Institute of Chartered Accountants of India, The Institute of Company Secretaries of India. He has authored several articles in national and international publications and also a book on the Companies Act, 2013. He has been in the past, Member of various Committees set-upbySEBI and Government of India. |
| Nature of expertise in specific functional areas |
Legal, Finance, Taxation, Compliance, Governance, Mergers & Acquisitions,Private Equity. |
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| Terms & Conditions of appointment along with details of remuneration paid / sought to be paid |
Re-appointment as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20thMay, 2026 to 19thMay, 2031, not liable to retire by rotation. He is entitled to receive sitting fees as approved by the Board and reimbursement of expenses for participation in the Board meetings. DuringF. Y. 2025-26,Rs. 7,75,000 waspaid as sittingfees. |
|---|---|
| Date of First Appointment on the Board | 20thMay,2021 |
| Number of Meetings of the Board attended during2025-26 |
4 |
| Shareholding in the company as on the date of this Postal Ballot notice (includingas a beneficial owner) |
Nil |
| Inter-se relationships between • Directors • KeyManagerial Personnel(KMP) |
Mr. Sanjay Asher is not related to any Director / KMP of the Company |
| Directorships in other public companies as on the date of this Postal Ballot notice |
1. Sonata Software Limited 2. Sudarshan Chemical Industries Limited 3. Repro India Limited 4. Gillette India Limited 5. Hawkins Cookers Limited 6. Ashok Leyland Limited 7. Deepak Chem Tech Limited |
| Chairmanship / Membership of the Committees of Other Board |
The membership of Committees of the Board 1. Sonata Software Limited • Audit Committee – Member • Nomination and Remuneration Committee – Member 2. Sudarshan Chemical Industries Limited • Audit Committee – Member • Nomination and Remuneration Committee – Member 3. Repro India Limited • Audit Committee – Member • Risk Management Committee - Member • Nomination and Remuneration Committee - Chairman 4. Gillette India Limited • Audit Committee – Member • Nomination and Remuneration Committee – Chairman 5. Hawkins Cookers Limited • Audit Committee - Member • Corporate Social Responsibility Committee - Member • Stakeholders’ Relationship Committee - Member 6. Ashok Leyland Limited • Audit Committee - Member • Corporate Social Responsibility Committee - Member • Risk Management Committee – Member • Environmental Social and Governance Committee – Member • Committee of Directors for making political contributions -Member • Shares Committee – Member • Fund Raising Committee – Member 7. Deepak Chem Tech Limited • Audit Committee – Chairman • Nomination and Remuneration Committee - Member |
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Name of the listed Entities from which he resigned in the past 3 years
-
Deepak Nitrite Limited
-
Sun Pharmaceutical Industries Limited’ 3. Indusind bank Limited
Item No. 2: Re-appointment of Mr. Kanubhai Patel (DIN: 00008395) as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20[th] May, 2026:
In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable sections of the Companies Act, 2013 (‘Act’) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘SEBI Listing Regulations’), the Company had appointed Mr. Kanubhai Patel (DIN: 00008395) as Non-Executive Independent Director for a term of five consecutive years w.e.f. 20[th] May, 2021 at the 14[th] Annual General Meeting of the Company held on 23[rd] September, 2021. Accordingly, he will be completing his first term of appointment as an Independent Director on 19[th] May, 2026.
Mr. Kanubhai Patel possesses rich and diverse experience spanning finance, marketing, compliance, corporate governance, and various commercial functions. His understanding of business operations enables him to contribute meaningfully to the strategic direction. He has consistently brought an independent and balanced perspective to Board discussions, offering well-considered insights that have constructively supported the deliberations of the Board and its Committees. In recognition of the valuable contributions made by Mr. Kanubhai Patel, and considering his performance evaluation, skills, experience, and domain knowledge, the Management believes that his re-appointment as an Independent Director will continue to contribute meaningfully to the Company’s strategic priorities.
As per Section 149 of the Act read with Regulation 25 of the SEBI Listing Regulations, an Independent Director may hold office for two terms of up to 5 (five) consecutive years each with the approval of the members by way of Special Resolution. Accordingly, the Nomination & Remuneration Committee and the Board of Directors, at their respective meetings held on 15[th] April, 2026 and 16[th] April, 2026, respectively, have recommended re-appointment of Mr. Kanubhai Patel on the Board of the Company to hold office for a second term of five consecutive years, commencing from 20[th] May, 2026 to 19[th] May, 2031, as Non-Executive Independent Director, not liable to retire by rotation, in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Mr. Kanubhai Patel has provided necessary consents and disclosures to the Company with regard to his reappointment. He has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. He has confirmed that he has not been debarred from holding the office of a Director by virtue of any Order by of the Securities and Exchange Board of India or any other authority. He has submitted a declaration in terms of Regulation 25(8) of the SEBI Listing Regulations that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. He also submitted a declaration that he is in compliance with the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Mr. Kanubhai Patel fulfils the conditions specified in the Act and Rules made thereunder read with the provisions of the SEBI Listing Regulations for his re-appointment as Non-Executive Independent Director of the Company and is independent of the Management. The Company has also received a notice in writing from a Member under Section 160 of the Act proposing the reappointment of Mr. Kanubhai Patel as Non-Executive Independent Director of the Company.
The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail of his services as Non-Executive Independent Director of the Company. Accordingly, the Board recommends the resolution, pursuant to the provisions of the Act and SEBI Listing Regulations, in relation to the re-appointment of Mr. Kanubhai Patel as Non-Executive Independent Director as set out at item No. 2 of this Notice, for approval of the Members of the Company as a Special Resolution.
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A draft copy of the letter of appointment as an Independent Director, setting out the terms and conditions is available for inspection by the members and is also disclosed on the Company’s website at - - https://epigral.com/governance policies compliances/
Other than Mr. Kanubhai Patel and/or his relatives, none of the Directors, Key Managerial Personnel (‘KMP’) of the Company or their respective relatives are, in any way, concerned or interested in the Resolution as set out at Item No. 2 of this Notice. Mr. Kanubhai Patel is not related to any Director or KMP of the Company.
Details as required under Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standard – 2 are provided hereunder:
| Details as required under Regulation are provided hereunder: |
36(3) of the SEBI Listing Regulations and the Secretarial Standard – 2 |
|---|---|
| Name | Mr. Kanubhai Patel |
| Date of Birth(Age) | 03/05/1957(69years) |
| Qualification | Bachelor’s Degree in Commerce and is a Fellow Member of the Institute of Chartered Accountants of India and also the Institute of Company Secretaries of India. He has also attended Advance Management Programme conducted bythe KellogSchool of Business(USA). |
| Brief Resume / Experience | He has vast experience of more than 3 decades in the field of Finance, Marketing and Commercial Matters and also the General Management of the Company. He was Executive Director since the year 1995, Joint Managing Director from the year 2002, and Chairman and Managing Director from the year 2013 of VoltampTransformers Limited. |
| Nature of expertise in specific functional areas |
Finance, Marketing, Compliance, Governance, Commercial Matters. |
| Terms & Conditions of appointment along with details of remuneration paid / sought to be paid |
Re-appointment as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20thMay, 2026 to 19thMay, 2031, not liable to retire by rotation. He is entitled to receive sitting fees as approved by the Board and reimbursement of expenses for participation in the Board meetings. DuringF. Y. 2025-26,Rs. 8,50,000 waspaid as sittingfees. |
| Date of First Appointment on the Board | 20thMay,2021 |
| Number of Meetings of the Board attended during2025-26 |
4 |
| Shareholding in the company as on the date of this Postal Ballot notice (includingas a beneficial owner) |
Nil |
| Inter-se relationships between • Directors • KeyManagerial Personnel(KMP) |
Mr. Kanubhai Patel is not related to any Director / KMP of the Company |
| Directorships in other public companies as on the date of this Postal Ballot notice |
1. Voltamp Transformers Limited 2. Paramount Limited |
| Chairmanship / Membership of the Committees of Other Board |
The membership of Committees of the Board 1. Voltamp Transformers Limited • Risk Management Committee – Chairman • Nomination and Remuneration Committee – Member 2. Paramount Limited • Audit Committee – Member • Nomination and Remuneration Committee – Member • Corporate Social ResponsibilityCommittee - Member |
| Name of the listed Entities from which he resigned in thepast 3years |
NIL |
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Item No. 3: Re-appointment of Mr. Raju Swamy (DIN: 03032679) as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20[th] May, 2026
In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable sections of the Companies Act, 2013 (‘Act’) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘SEBI Listing Regulations’), the Company had appointed Mr. Raju Swamy (DIN: 03032679) as Non-Executive Independent Director for a term of five consecutive years w.e.f. 20[th] May, 2021 at the 14[th] Annual General Meeting of the Company held on 23[rd] September, 2021. Accordingly, he will be completing his first term of appointment as an Independent Director on 19[th] May, 2026.
Mr. Raju Swamy brings multifaceted and well-rounded experience across a wide range of domains, including family business advisory, strategic planning, organizational structuring, operational management, growth strategy development, performance enhancement, and process optimization. He has over 40 years of experience in family business consulting in India through PROMAG Consultancy Services, where he has worked closely with promoterdriven enterprises to navigate complex business and family dynamics.
Over the years, he has developed an understanding of the interdependencies within family businesses, leading to a specialized and holistic approach that addresses key pillars such as structure, strategy, governance, trust, ownership, professionalization, continuity, succession, and sustainable growth. His ability to integrate these elements enables families to build resilient and future-ready enterprises. Mr. Raju Swamy’s clientele spans a diverse set of industries, including chemicals, automotive, IT, jewellery, electrical engineering, agro industries, and more, reflecting his adaptability and depth of insight across varied business contexts. He has also authored a book, “Family Business in India” making it a valuable resource for business leaders and entrepreneurs. His strong understanding of recognizing the unique complexities of businesses enables him to play a meaningful role in strengthening organizational fundamentals and fostering long-term, sustainable growth. He consistently brings an independent, objective, and balanced perspective to Board discussions, offering thoughtful and well-reasoned insights that meaningfully enrich deliberations and support informed decision-making by the Board and its Committees.
As per Section 149 of the Act read with Regulation 25 of the SEBI Listing Regulations, an Independent Director may hold office for two terms of up to 5 (five) consecutive years each with the approval of the members by way of Special Resolution. Accordingly, the Nomination & Remuneration Committee and the Board of Directors, at their respective meetings held on 15[th] April, 2026 and 16[th] April, 2026, respectively, have recommended re-appointment of Mr. Raju Swamy on the Board of the Company to hold office for a second term of five consecutive years, commencing from 20[th] May, 2026 to 19[th] May, 2031, as Non-Executive Independent Director, not liable to retire by rotation, in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Further, as per Regulation 17(1A) of the ‘SEBI Listing Regulations’, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of 75 years unless a Special Resolution is passed to that effect. Mr. Raju Swamy has attained the age of 75 years and for continuance of his proposed re-appointment as Non-Executive Independent Director for a second term shall require shareholders’ approval by way of Special Resolution.
Mr. Raju Swamy has provided necessary consents and disclosures to the Company with regard to his reappointment. He has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. He has confirmed that he has not been debarred from holding the office of a Director by virtue of any Order by of the Securities and Exchange Board of India or any other authority. He has submitted a declaration in terms of Regulation 25(8) of the SEBI Listing Regulations that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. He also submitted a declaration that he is in compliance with the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
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In the opinion of the Board, Mr. Raju Swamy fulfils the conditions specified in the Act and Rules made thereunder read with the provisions of the SEBI Listing Regulations for his re-appointment as Non-Executive Independent Director of the Company and is independent of the Management. The Company has also received a notice in writing from a Member under Section 160 of the Act proposing the reappointment of Mr. Raju Swamy as Non-Executive Independent Director of the Company.
The Board believes that his guidance in areas such as strategy, governance, organizational development, and sustainable growth will remain instrumental in navigating evolving business challenges and opportunities. Accordingly, it is considered both prudent and desirable to continue to avail of his services as an Independent Director of the Company, ensuring continuity, stability, and sustained value creation for all stakeholders. Accordingly, the Board recommends the resolution, pursuant to the provisions of the Act and SEBI Listing Regulations, in relation to the re-appointment of Mr. Raju Swamy as Non-Executive Independent Director, notwithstanding his attainment of the age of 75 years, as set out at item No. 3 of this Notice, for approval of the Members of the Company as a Special Resolution.
A draft copy of the letter of appointment as an Independent Director, setting out the terms and conditions is available for inspection by the members and is also disclosed on the Company’s website at - - https://epigral.com/governance policies compliances/
Other than Mr. Mr. Raju Swamy and/or his relatives, none of the Directors, Key Managerial Personnel (‘KMP’) of the Company or their respective relatives are, in any way, concerned or interested in the Resolution as set out at Item No. 3 of this Notice. Mr. Raju Swamy is not related to any Director or KMP of the Company.
Details as required under Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standard – 2 are provided hereunder:
| Name | Mr. Raju Swamy |
|---|---|
| Date of Birth(Age) | 01/11/1942(83years) |
| Qualification | MBA from IIM Calcutta’s first batch(1966) |
| Brief Resume / Experience | With over 40 years of experience, Mr. Raju Swamy has been at the forefront of Family Business Consulting in India through PROMAG Consultancy Services and has deep understanding of family-business interdependencies addressing Structure, Strategy, Governance, Trust, Ownership, Professionalization, Continuity, Succession, and Growth. He has rich experience and expertise in crafting impactful strategies from family enterprises to start-ups, SMEs and non-profits, ensuring sustainable success and operational excellence. |
| Nature of expertise in specific functional areas |
Family Business Advisory, strategic planning, operational management, growth structures, process optimization. |
| Terms & Conditions of appointment along with details of remuneration paid / sought to be paid |
Re-appointment as Non-Executive Independent Director for a second term of five (5) consecutive years w.e.f. 20thMay, 2026 to 19thMay, 2031, not liable to retire by rotation. He is entitled to receive sitting fees as approved by the Board and reimbursement of expenses for participation in the Board meetings. DuringF. Y. 2025-26,Rs. 4,75,000 waspaid as sittingfees. |
| Date of First Appointment on the Board | 20thMay,2021 |
| Number of Meetings of the Board attended during2025-26 |
4 |
| Shareholding in the company as on the date of this Postal Ballot notice (includingas a beneficial owner) |
4324 |
| Inter-se relationships between • Directors • KeyManagerial Personnel(KMP) |
Mr. Raju Swamy is not related to any Director / KMP of the Company |
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Directorships in other public NIL companies as on the date of this Postal Ballot notice Chairmanship / Membership of the NIL Committees of Other Board Name of the listed Entities from which NIL he resigned in the past 3 years
By order of the Board of Director of Epigral Limited
Sd/Gaurang Trivedi Company Secretary and Compliance Officer Membership No. A22307
Date: 16.04.2026
Registered Office: Epigral Tower, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India.
Place: Ahmedabad
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