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Share India Securities Limited — Proxy Solicitation & Information Statement 2026
Apr 21, 2026
62601_rns_2026-04-21_69022bab-4746-4e56-a854-9fec9fa6cb65.pdf
Proxy Solicitation & Information Statement
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(CIN: L67120GJ1994PLC115132)
Member: NSE, BSE, MCX, NCDEX & MSEI Depository Participant with CDSL & NSDL AMFI Registered Mutual Fund Distributor MAY 2025-MAY 2026 SEBI Registered Research Analyst & Portfolio Manager INDIA
April 21, 2026
To, To, BSE Limited National Stock Exchange of India Limited Scrip Code: 540725/ 976824/ 976825/ 977430 SYMBOL: SHAREINDIA
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice (“Notice”).
Sir/Madam,
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed herewith the Notice of the Postal Ballot along with the explanatory statement for seeking approval of the shareholders of the Company, by way of remote e – voting for:
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Appointment of Mr. Arun Kumar Jain (DIN: 07563704) as a Non-Executive Independent Director, for a term of five consecutive years; and
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Re-appointment of Mr. Piyush Mahesh Khandelwal (DIN: 06951293) as a Non-Executive Independent Director of the Company, a term of five consecutive years.
The Notice is being sent through electronic mode only, to those Members whose e-mail addresses are registered with the Depository Participants as on Friday, April 10, 2026 , being the Cut-Off Date, seeking their approval as set out in the Notice.
The remote e-voting, availed through CDSL, shall commence from Wednesday, April 22, 2026 (9:00 a.m. IST) and shall end on Thursday, May 21, 2026 (5:00 p.m. IST). The results of the postal ballot will be announced on or before Monday, May 25, 2026 (5:00 p.m. IST).
The afore-mentioned Notice is also available on the Company’s website at www.shareindia.com.
Please take the same on your records.
Thanking you,
Yours faithfully,
For Share India Securities Limited
VIKAS Digitally signed by VIKAS AGGARW AGGARWAL Date: 2026.04.21 AL 12:04:19 +05'30'
Vikas Aggarwal Company Secretary & Compliance Officer M. No. F5512
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SHARE INDIA SECURITIES LIMITED CIN: L67120GJ1994PLC115132
Registered Office : Unit no. 615 and 616, 6[th] Floor, X-Change Plaza, Dalal Street Commercial Cooperative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhi Nagar, Gujarat-382050, India
Corporate Office : A-15, Sector-64, Noida, Distt. Gautam Buddha Nagar, Uttar Pradesh-201301, Tel.: 0120-4910000, 0120-6910000 Fax: 0120-4910030 E-mail Id : [email protected] , Website : www.shareindia.com
POSTAL BALLOT NOTICE
[Notice pursuant to Sections 108 & 110 of the Companies Act, 2013, read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014]
Dear Members,
Notice is hereby given pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (“ the Act ”), read together with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”), the relevant Circulars thereunder issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), along with applicable circulars issued by the Securities and Exchange Board of India (“ SEBI Circulars ”) and any other applicable law(s), rule(s), circular(s) and regulation(s) for the time being in force, the resolutions appended herewith are proposed to be passed by the Members of the Company (as on the Cut-off Date) by means of postal ballot only by voting through electronic means (remote e-voting):
| Sl. No. | Particulars |
|---|---|
| 1. | To approve the appointment of Mr. Arun Kumar Jain (DIN: 07563704) as a Non- Executive Independent Director, for a term of five consecutive years. |
| 2. | To approve the re-appointment of Mr. Piyush Mahesh Khandelwal (DIN: 06951293) as a Non-Executive Independent Director of the Company, for a term of five consecutive years. |
An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof forms part of this Postal Ballot Notice (“the Notice” ).
In compliance with the applicable MCA/SEBI Circulars, the Postal Ballot Notice is being sent only through electronic mode to all its Members who have registered their email addresses with the Depository Participants and the communication of assent/dissent of the Members will only take place through the remote e-voting system. The remote e-voting facility will be available during the following period:
| Commencement of remote e-voting period | 9:00 a.m. IST on Wednesday, April 22, 2026 |
|---|---|
| Conclusion of remote e-voting period | 5:00 p.m. IST on Thursday, May 21, 2026 |
| Cut-off Dateforeligibility to vote | Friday,April 10,2026 |
The remote e-voting facility will be disabled by CDSL immediately after 5:00 p.m. IST on Thursday, May 21, 2026 and voting will be disallowed thereafter.
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The detailed procedure with respect to remote e-voting is mentioned in this Notice. The Company has engaged the Central Depository Services (India) Limited (CDSL) for facilitating remote e-voting.
The Board of Directors of the Company has appointed Mr. Naveen Kumar, Practicing Company Secretary of M/s N. Kumar & Associates, having COP No. 22084, as the Scrutinizer for scrutinizing the postal ballot process (through remote e-voting) in a fair and transparent manner.
The Scrutinizer will submit his report to the Chairman or any person duly authorised by him. The results of e-voting shall be declared within two working days from the conclusion of e-voting process, i.e. on or before 5:00 p.m. IST on Monday, May 25, 2026 and will be displayed along with the Scrutinizer's Report at the Registered Office and Corporate Office of the Company, communicated to the Stock Exchanges on which the Company’s shares are listed and would also be uploaded on the Company's website: www.shareindia.com and on the website of CDSL: www.evotingindia.com.
SPECIAL BUSINESSES:
ITEM NO. 1
To approve the appointment of Mr. Arun Kumar Jain (DIN: 07563704) as a Non-Executive Independent Director, for a term of five consecutive years.
To consider and, if thought fit, to pass, the following resolution(s) as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“ the Act ”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Act, applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable provisions (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and Articles of Association of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Arun Kumar Jain (DIN: 07563704), who was appointed as an Additional Director designated as Independent Director by the Board of Directors with effect from March 05, 2026, who meets the criteria for independence as specified under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and, who has submitted a notice under Section 160 of the Act, proposing his candidature for the office of a Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five (05) consecutive years with effect from March 05, 2026;
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Listing Regulations, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), approval of the Members of the Company be and is hereby accorded, for continuation of office of directorship of Mr. Arun Kumar Jain (DIN: 07563704), Non-Executive Independent Director of the Company, who will attain the age of 75 years, during the said term of his office;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”
ITEM NO. 2
To approve the re-appointment of Mr. Piyush Mahesh Khandelwal (DIN: 06951293) as a NonExecutive Independent Director of the Company, for a term of five consecutive years.
To consider, and if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“ the Act ”) and the Companies (Appointment and
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Qualification of Directors) Rules, 2014, read with Schedule IV to the Act, applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable provisions (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and Articles of Association of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Piyush Mahesh Khandelwal (DIN: 06951293), who was the Non-Executive Independent Director of the Company for a period of five (5) consecutive years from March 03, 2021, be and is hereby re-appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from March 03, 2026;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”
By the order of the Board of Directors of Share India Securities Limited
Date: 20-04-2026 Place: Noida
Sd/Vikas Aggarwal Company Secretary & Compliance Officer Membership No.: FCS 5512
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Notes
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a) The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“ the Act”) setting out all material facts and reasons for all the aforesaid special business and the details in respect of the Directors to be appointed/re-appointed as stated in Clause 1.2.5 of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) along with details in terms of Regulation 36(3) of the Listing Regulations is annexed hereto.
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b) This Postal Ballot Notice is being sent to the Members whose names appear in list of beneficial owners as received from the National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) and whose email address is registered with the Depository Participant, on Friday, April 10 , 2026 i.e. "the Cut-off Date ". In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. The physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the Members. Accordingly, the Members may note that communication of the assent or dissent of the Members would take place through the remote e-voting system only.
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c) Voting Rights shall be reckoned on the paid-up value of the shares registered in the name of the members as on Friday, April 10, 2026 i.e. "the Cut-off Date ".
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d) Once the vote on the Resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.
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e) In case of joint holders, the joint holder who is highest in the order of names will be entitled to vote.
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f) Mr. Naveen Kumar, Practicing Company Secretary of M/s. N. Kumar & Associates having COP No. 22084 has been appointed as Scrutinizer for scrutinizing the postal ballot process (through remote e-voting) in a fair and transparent manner.
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g) The Notice for this Postal Ballot has been uploaded on the website of the Company at www.shareindia.com. The Notice can also be accessed from the websites of the Stock Exchanges, i.e., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com. The Notice is also disseminated on the website of CDSL (agency for providing the remote e-voting facility i.e., www.evotingindia.com.
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h) All the material documents referred to in Explanatory Statement, if any, will be available for inspection only through electronic mode on all working days during the business hours of the Company from the date of dispatch of notice through email up to the last date of e-voting, i.e., Thursday, May 21 , 2026 . Members may send their requests to [email protected] from their registered e-mail address mentioning their names, DP ID and Client ID during the voting period.
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i) Members are requested to kindly mention their DP ID and Client ID in all their correspondence in order to enable the Company to reply to their queries promptly.
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j) The Scrutinizer shall after the conclusion of voting, unblock the votes cast through remote e-voting, and make, not later than two working days from the conclusion of the voting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, and submit the same to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the Result of the voting forthwith. The Results declared, along with the Report of the Scrutinizer, shall be placed on the website of the Company, www.shareindia.com, Notice Board(s) of the Company at its Registered Office as well as Corporate Office and on the website of CDSL immediately after
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the declaration of Result by the Chairman or a person authorised by him in writing. The Results shall also be immediately uploaded to BSE Limited and National Stock Exchange of India Limited.
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k) In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably.
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l) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned/physical copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, in either of the following ways, namely:
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A. To the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected];
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B. To the Company by e-mail to [email protected];
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C. To the Corporate Office of the Company at A-15, Sector-64, Noida, Distt. Gautam Buddha Nagar-201301.
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m) Contact details of the persons(s) responsible to address the queries/grievances connected with the remote e-voting by Postal Ballot are as under:
| Company | Registrar and Share Transfer Agent |
Depository | |
|---|---|---|---|
| Mr. Vikas Aggarwal Company Secretary & Compliance Officer Tel: 0120-4910000 E-mail: [email protected] Corp. Office: A-15, Sector- 64, Noida, Distt. Gautam Buddha Nagar, Uttar Pradesh-201301. |
Mr. Mukesh Kumar Bigshare Services Private Limited Tel: 011-2352-2373 E-mail: [email protected] m Address: 302, Kushal Bazar 32-33, Nehru Place, New Delhi-110019. |
Mr. Rakesh Dalvi Sr. Manager, Central Depository Services (India) Limited. Tel: 1800-21-09911 Email: [email protected] m Address: A Wing, 25thFloor, Marathon Futures, Mafatlal Mill Compunds, N M Joshi Marg, Lower Parel (East), Mumbai- 400013. |
- n) Members are requested to update their email ID & mobile no. with their respective Depository Participants which is mandatory while remote e-voting.
THE PROCEDURE AND INSTRUCTIONS FOR REMOTE E-VOTING ARE AS UNDER:
Members are requested to follow the instructions below to cast their vote through E-Voting.
Step 1 : Access to Depositories CDSL/NSDL e-Voting system.
- (A) Login method for remote e-voting in case of individual Shareholders.
In terms of SEBI circular no. SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.
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Pursuant to abovesaid SEBI Circular , 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 website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting 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. 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 & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email Id 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.comeither 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 athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps://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. 4) For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN, Verification code and generate OTP. Enter the OTP received on registered email id/mobile number |
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| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) |
and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider nameand you will be re-directed toe- Voting service provider websitefor casting your vote during the remote e- Voting period. |
|---|---|
| You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After Successful login, you will be able to see e-voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on the 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. |
(B) Login Method for remote e-voting in case of Non-individual Shareholders:
Non-individual Shareholders are required to access CDSL e-voting susytem using the following steps:
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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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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:
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department • 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. |
|---|---|
| Dividend Bank Details ORDate of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. • 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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a. After entering these details appropriately, click on “SUBMIT” tab.
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b. 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
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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 remote 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.
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 at [email protected] contact at toll free no. 1800 21 09911 |
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| 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] call at : 022 - 4886 7000 and 022 - 2499 7000 |
Step 2: Steps to caste vote on Resolution(s) through remote e-voting :
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(i) Click on the EVSN for the relevant on which you choose to vote.
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(ii) 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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(iii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(iv) 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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(v) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(vi) 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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(vii) 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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(viii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
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(ix) Additional Facility for Non – Individual Shareholders and Custodians –For Remote e-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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EXPLANATORY STATEMENT
(Pursuant to the provisions of Section 102 of the Companies Act, 2013)
Item No. 1
The Board of Directors at its meeting held on January 27, 2026, and pursuant to the recommendation of the Nomination and Remuneration Committee (“ NRC ”), had appointed Mr. Arun Kumar Jain (DIN: 07563704) as an Additional Director, designated as a Non - Executive Independent Director of the Company, subject to the approval of National Stock Exchange of India Limited (NSE), BSE Limited (BSE), Multi Commodity Exchange of India Limited (MCX), Metropolitan Stock Exchange of India Limited (MSEI) and National Commodity and Derivatives Exchange (NCDEX) (hereinafter collectively referred to as “ the Stock Exchanges ”), and in accordance with the applicable provisions of the Act, the Listing Regulations and the Articles of Association of the Company.
In compliance with the provisions of the Act and the Listing Regulations, the Company has received from Mr. Arun Kumar Jain: (i) a notice in writing under Section 160 of the Act proposing his candidature for appointment as an Independent Director; (ii) his consent to act as Director in Form DIR2; (iii) a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations; and (iv) confirmation that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Based on the confirmations and declarations received, the Board is of the opinion that Mr. Arun Kumar Jain fulfills the conditions specified under the Act and the Listing Regulations and is independent of the management.
Mr. Arun Kumar Jain is a distinguished professional with extensive experience in taxation, finance and corporate governance. He holds M.Sc. and LL.B. degrees and has had an illustrious career in the Indian Revenue Service (IRS), during which he served in several senior positions within the Department of Revenue, including as Chairman of the Central Board of Direct Taxes (CBDT).
In addition to his distinguished public service career, he has been serving as a Non-Executive Independent Director on the Board of GHCL Limited since April 1, 2019. He possesses wide-ranging expertise in taxation, accounts and finance, corporate governance, corporate social responsibility (CSR), general management, strategic thinking, public advocacy, capital markets, and environmental, health and safety (EHS). His deep understanding of financial and regulatory matters enables him to provide valuable strategic guidance and effective oversight at the Board level.
Considering his vast knowledge, experience and strategic acumen, the Board is of the view that his appointment will significantly strengthen the Company’s governance framework. His commitment to ethical practices and high standards of governance will further enhance the Company’s ability to navigate complex regulatory environments while safeguarding the interests of its stakeholders.
Additional information in respect of Mr. Arun Kumar Jain, as required under the Act, the Listing Regulations and Secretarial Standard-2 (SS-2), is provided in the Annexure to this Notice. A copy of the letter of appointment setting out the terms and conditions of his appointment as Non-Executive Independent Director will be available for inspection by Members upon request by sending an email to [email protected]. The terms and conditions of appointment of Independent Directors are also available on the Company’s website at www.shareindia.com.
In this regard, the Company has also received approvals from the Stock Exchanges at different points in time, with the final approval received on March 05, 2026. Accordingly, the appointment of Mr. Arun Kumar Jain as an Additional Director designated as Independent Director of the Company was effective from March 05, 2026 for a term of five consecutive years, i.e., up to March 04, 2031.
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Pursuant to Regulation 17(1C) of the Listing Regulations, approval of the shareholders for appointment or re-appointment of a person on the Board of Directors is to be taken at the next general meeting or within a period of 3 months from the date of appointment whichever is earlier. Therefore, it is proposed to seek the Member’s approval for the appointment of Mr. Arun Jain as a Non-Executive Independent Director of the Company, in terms of the applicable provisions of the said Regulation.
During the aforesaid tenure, Mr. Jain will attain the age of seventy-five (75) years. In terms of Regulation 17(1A) of the Listing Regulations, no listed entity shall appoint or continue the directorship of a Non-Executive Director who has attained the age of seventy-five (75) years unless a Special Resolution is passed to that effect and the explanatory statement to the notice for such motion indicates the justification for appointing or continuing such a person, and the listed entity shall ensure compliance with this sub- regulation at the time of appointment of the Director or any time prior to the Director attaining the age of seventy- five years. Mr. Jain will attain the age of 75 years on January 04, 2031, during his current term.
Accordingly, approval of the Members by way of a Special Resolution is also being sought, pursuant to Regulation 17(1A) of the Listing Regulations to enable continuation of his directorship thereafter.
In view of the foregoing, and based on the recommendation of the NRC, the Board considers his appointment to be in the best interests of the Company and recommends the Special Resolution set out at Item No. 1 of the accompanying Notice for approval of the Members.
Mr. Arun Kumar Jain is interested in the resolution relating to his appointment as an Independent Director. His relatives shall be deemed to be interested in the resolution to the extent of their shareholding, if any, in the Company.
Save and except the above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution, except to the extent of their respective shareholding, if any.
The Board of Directors recommends the Special Resolution set out in Item No. 1 of the accompanying Notice for approval of the Members.
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Item No. 2
The Members of the Company, at their 27[th] Annual General Meeting held on September 15, 2021, had approved the appointment of Mr. Piyush Mahesh Khandelwal (DIN: 06951293) as a Non-Executive Independent Director of the Company for a term of five consecutive years upto March 02, 2026. As his present term was due to expire on March 02, 2026, the Nomination and Remuneration Committee (“ NRC ”), after evaluating his performance and considering his knowledge, experience and contribution to the Board and its Committees, recommended his re-appointment for a second term of five consecutive years.
Pursuant to the recommendation of the NRC, the Board of Directors on February 27, 2026, subject to the approval of the Members, approved the re-appointment of Mr. Piyush Mahesh Khandelwal as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from March 03, 2026.
Pursuant to Regulation 17(1C) of the Listing Regulations, approval of the shareholders for appointment or re-appointment of a person on the Board of Directors is to be taken at the next general meeting or within a period of 3 months from the date of appointment whichever is earlier. Therefore, it is proposed to seek the Member’s approval for the re-appointment of Mr. Piyush as a Non-Executive Independent Director of the Company, in terms of the applicable provisions of the said Regulation.
In connection with the proposed re-appointment, the Company has received from Mr. Khandelwal his consent to act as a Director in Form DIR-2 pursuant to the provisions of the Act, a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations and a confirmation that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act and is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority. Based on the declarations and confirmations received, the Board is satisfied that Mr. Khandelwal fulfills the conditions specified under the Act and the Listing Regulations for re-appointment as an Independent Director and that he continues to remain independent of the management of the Company.
Mr. Piyush Mahesh Khandelwal is a Chartered Accountant and holds a postgraduate degree from Mumbai University, and holds CFA Level II (USA) certification. He brings with him nearly 15 years of diverse experience spanning start-ups, family offices and listed corporations. His areas of expertise include global treasury management, investments, corporate finance, cross-border transactions, taxation, strategic planning and international financial reporting. He possesses strong analytical acumen and strategic insight, along with effective leadership and negotiation skills, which enable him to address complex financial and cross-border taxation matters with precision and foresight.
He does not hold a directorship in any other company and is currently serving as “Head – Family Office” at CMS Computers India Private Limited. Considering his qualifications, extensive experience and valuable contributions during his tenure as an Independent Director, the Board is of the opinion that his continued association would be beneficial to the Company and would contribute meaningfully to its governance standards and long-term growth. Accordingly, approval of the Members is sought for his re-appointment as a Non-Executive Independent Director of the Company in terms of the applicable provisions of the Act and the Listing Regulations. The brief profile and other disclosures as required under the Listing Regulations and Secretarial Standard-2 on General Meetings are set out in the Annexure forming part of the Notice.
A copy of the letter of re-appointment setting out the terms and conditions of his appointment shall be available for inspection by the Members in electronic mode. Members seeking to inspect the same may send an email to [email protected].
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Mr. Piyush Mahesh Khandelwal is interested in the resolution relating to his re-appointment as an Independent Director and his relatives shall be deemed to be interested in the resolution to the extent of their shareholding, if any, in the Company.
Save and except the above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed Resolution, except to the extent of their respective shareholding, if any.
The Board of Directors accordingly recommends the Special Resolution set out at Item No. 2 of the accompanying Notice for approval of the Members.
By the order of the Board of Directors of Share India Securities Limited
Sd/-
Date: 20-04-2026 Place: Noida
Vikas Aggarwal Company Secretary & Compliance Officer Membership No.: FCS 5512
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Annexure to the Notice
Details of Directors seeking Appointment / Re-appointment
| Name of the Director | Arun Kumar Jain (DIN: 07563704) |
Piyush Mahesh Khandelwal (DIN: 06951293) |
|---|---|---|
| Date of Birth (Age in years) | January 04, 1956 (70 Years) | December 01, 1986 (39 Years) |
| Original date of Appointment |
March 05, 2026 | March 03, 2021 |
| Qualification | M.Sc. (Maths), LL.B | Chartered Accountant, M.com and cleared CFA-Level 2 (USA) |
| Brief Profile, Experience and expertise in specific functional area |
Mr. Arun Kumar Jain is an accomplished professional with extensive experience in taxation, finance, and corporate governance. He holds M.Sc. and LL.B. degrees and had a distinguished career in the Indian Revenue Service, including serving as Chairman of the Central Board of Direct Taxes. He is appointed as a Non- Executive Independent Director at GHCL Limited and brings broad expertise across finance, governance, strategy, CSR, and regulatory matters, enabling him to provide strong strategic guidance at the Board level. |
Mr. Piyush Khandelwal, Independent Director of our Company, is a Chartered Accountant and holds a post graduate degree from Mumbai University and a CFA-Level II (USA) Certification. With nearly 15 years of diverse experience spanning start-ups, family offices and listed corporations. Mr. Piyush Khandelwal is a seasoned finance professional with expertise in global treasury, investments, corporate finance, cross-border transactions, taxation, strategic planning, and international financial reporting. |
| Terms and conditions of Appointment / re- appointment |
As stated under the terms of the appointment of Independent Directors of the Company available on the website of the Company i.e., www.shareindia.com |
As stated under the terms of the appointment of Independent Directors of the Company available on the website of the Company i.e., www.shareindia.com |
| Remuneration last drawn | Rs. 50,000/- during the financial year 2025-26 towards the sitting fee for attending the meetings of Independent Directors. |
Rs. 2,50,000/- during the financial year 2025-26 towards the sitting fee for attending the meetings of Board of Directors & meeting of Independent Directors. |
| Remuneration sought to be paid |
Remuneration may be paid by way of sitting fees and/or by other means, as may be approved by the Board and/or Members, from time to time |
Remuneration may be paid by way of sitting fees and/or by other means, as may be approved by the Board and/or Members, from time to time |
| No. of Board Meetings attended during the financial year 2025-26 |
- | 4 |
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| Relationship with other Directors or KMPs |
Mr. Arun Kumar Jain is not related to any Director / Key Managerial Personnel of the Company. |
Mr. Piyush Mahesh Khandelwal is not related to any Director / Key Managerial Personnel of the Company. |
|---|---|---|
| Directorship in other Entities |
1. GHCL Limited 2. MR.Technofin Consultants Private Limited 3. India Pesticides Limited |
- |
| Listed entities from which the person has ceased to be Director during the past three years |
GHCL Textiles Limited | - |
| Membership/Chairmanship of Committees |
- GHCL Limited 1. Audit Committee 2. Stakeholder’s Relationship Committee 3. Risk Management Committee (Chairperson) - India Pesticides Limited 1.Nomination & Remuneration Committee (Chairperson) 2.Audit Committee 3.Stakeholder Relationship Committee 4.Risk Management Committee |
- |
| Shareholding in the Company |
NIL | 0.01% |
| In the case of Independent Directors, the skills and capabilities required for the role, the manner in which the proposed appointee meets such requirements, the justification for their appointment, and, where applicable, a summary of the performance evaluation for re-appointment. |
Mr. Arun Kumar Jain is proposed to be appointed as an Independent Director of the Company in view of his extensive experience in taxation, finance and corporate governance, which aligns with the key competencies required for the role. Independent Directors are expected to bring financial acumen, regulatory insight, strategic thinking and independent judgment to Board deliberations, and Mr. Jain’s professional background makes him well- suited to discharge these responsibilities. |
Mr. Piyush Khandelwal is proposed to be re-appointed as an Independent Director of the Company in view of his strong financial expertise, strategic insight and valuable contributions during his tenure on the Board. Independent Directors are expected to provide objective financial oversight, strategic guidance, risk assessment capabilities and informed judgment on complex business matters. Mr. Khandelwal’s professional qualifications and experience align closely with these requirements. He is a Chartered Accountant, holds a postgraduate degreefrom |
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| He holds M.Sc. and LL.B. degrees and had a distinguished career in the Indian Revenue Service (IRS), serving in several senior positions in the Department of Revenue, including as Chairman of the Central Board of Direct Taxes (CBDT). His experience has provided him with deep expertise in taxation policy, financial administration, compliance and governance frameworks, strengthening the Board’s oversight capabilities. He also serves as a Non- Executive Independent Director on the Board of GHCL Limited, further reflecting his experience in corporate governance and Board processes. In view of his qualifications, regulatory knowledge and governance experience, the Board is of the opinion that Mr. Arun Kumar Jain possesses the requisite skills and independence required for the role and that his appointment would be in the best interest of the Company. |
Mumbai University and also holds CFA Level II (USA). With nearly 15 years of diverse experience across start-ups, family offices and listed corporations, he possesses deep expertise in global treasury, investments, corporate finance, cross-border transactions, taxation, strategic planning and international financial reporting. His strong analytical abilities and understanding of complex financial and cross-border taxation matters enable him to contribute effectively to Board deliberations, particularly in areas of financial governance, compliance and long-term value creation. Currently serving as “Head – Family Office” at CMS Computers India Private Limited, Mr. Khandelwal brings practical leadership experience, strategic negotiation skills and a results-oriented approach that supports sustainable growth and resilience. Further, Mr. Piyush Mahesh Khandelwal has received satisfactory ratings in the performance evaluation carried out by the Directors of the Company in March, 2025. In view of his qualifications, experience, performance evaluation and continued positive contribution to the Board, the Board is of the opinion that his re-appointment as an Independent Director would be in the best interest of the Company. Mr. Khandelwal does not hold directorship in any other company. |
|
|---|---|---|
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