Belding India Limited shareholders approved the appointment of Rajesh Chandrakant Vaishnav as a Non-Executive Independent Director through a postal ballot that concluded on August 21, 2026. The resolution passed alongside approvals for director remuneration and material related-party transactions.

The remote e-voting window opened on July 23, 2026, at 9:00 am and closed on August 21, 2026, at 5:00 pm. Shareholders holding equity as of the July 17, 2026 cut-off date were eligible to vote. Purva Sharegistry (India) Private Limited facilitated the electronic voting system.

Resolutions Passed

Shareholders approved four special resolutions and one ordinary resolution. The special resolutions addressed the remuneration of three directors and the appointment of an independent director. The ordinary resolution concerned material related-party transactions.

M/s Sachapara & Associates acted as the scrutinizer for the process. CS Chirag Sachapara issued the report confirming that all resolutions received the requisite majority under Section 110 of the Companies Act, 2013 and Regulation 44 of the SEBI LODR Regulations, 2015.

Director Profile and Term

Mr. Vaishnav’s appointment regularizes his status as a Non-Executive Independent Director for a term of five consecutive years, commencing from May 22, 2026, up to May 21, 2031. He is a seasoned entrepreneur with over 27 years of business experience and is regarded as a pioneer in India's greeting card industry.

He is the Founder of Vintage Cards and Creations Limited, formerly listed on BSE and NSE, and was the sole licensee of Hallmark Cards Inc., USA in India. Under his leadership, the business expanded to over 375 retail outlets across 110 cities in India and neighboring countries including Bangladesh, Sri Lanka, and Nepal. A Commerce graduate with a Master's degree in Business Administration, Mr. Vaishnav possesses extensive expertise in Indian company laws and has been actively involved in multiple mergers and amalgamations. Over the past decade, he has been engaged in real estate development, including land plotting and residential projects spanning approximately 80 acres in and around Pune.

Voting Participation Details

The total number of shareholders on the record date was 1,614. The promoter group held 80,76,184 shares, while public institutions held 9,49,967 shares and non-institutional public shareholders held 54,52,698 shares.

For the first four special resolutions, 97,80,624 votes were cast in favor by 57 members. Only six votes were cast against these resolutions, representing less than 0.01% of valid votes. No invalid votes were recorded for these items.

The related-party transaction resolution saw lower participation from the promoter group, who abstained from voting due to conflict of interest. Among non-promoter shareholders, 17,04,515 votes were cast in favor by 54 members. Six votes were cast against, and 80,76,109 votes from three members were declared invalid, primarily reflecting the promoter group's abstention status in the counting mechanism.

Belding India Limited issued a corrigendum to its postal ballot notice on July 31, 2026, seeking shareholder approval for a series of related party transactions (RPTs) valued at ₹36.5 crore. The disclosures, submitted pursuant to Regulation 30 of the SEBI Listing Regulations, reveal that the company’s wholly-owned subsidiary, Evolve IT Solutions Private Limited ("Evolve"), will engage in significant commercial activities with five related entities during the financial year April 01, 2026, to March 31, 2027. These transactions, which require omnibus approval, are structured to support the group’s operational efficiency and business growth through arm’s length pricing mechanisms.

The filing supplements the original postal ballot notice dated July 22, 2026, and forms an integral part of the shareholder voting process under Sections 108 and 110 of the Companies Act, 2013. The corrigendum was disseminated electronically to members via Purva Shareregistry (India) Private Limited and published on the websites of Belding India Limited, its registrar, and BSE Limited. The transactions are classified as material RPTs, with values ranging from 3,571.43% to 53,571.43% of the listed entity’s annual consolidated turnover for the immediately preceding financial year.

Proposed Related Party Transactions

The corrigendum details five distinct transaction agreements involving Evolve IT Solutions Private Limited. All agreements are set for a tenure of one year (FY26-27) and are priced based on prevailing market benchmarks, cost structures, and commercial terms comparable to unrelated parties. No bidding process was applied for selecting these counterparties.

Total Proposed Value: ₹36,00,00,000

Key Transaction Details

The largest single agreement is with EFC (I) Limited ("EFCIL"), valued at ₹15 crore. This includes ₹10 crore for the sale of goods by Evolve and ₹5 crore for the purchase of Design & Build Turnkey and EPC project services. EFCIL, engaged in Real Estate as a Service, will provide infrastructure support for the company’s expansion plans. The second largest agreement is with Metafin Technology Private Limited, a fellow subsidiary where Belding India holds a 100% stake via Evolve. This ₹10 crore agreement covers the purchase of integrated OEM manufacturing services, including design engineering and precision manufacturing.

Two additional agreements are valued at ₹5 crore each. Evolve will procure brokerage and advisory services from TCC Concept Limited and logistics services from Pepcart Logistics Private Limited. Both entities are described as being under the same management as the listed entity. A smaller ₹1 crore agreement with EFC Limited involves the leasing of managed and serviced office space for DC&T Global Private Limited.

Director Interests and Conflicts

The filings disclose significant director interests across these transactions, requiring careful scrutiny by shareholders. Mr. Abhishek Narbaria, Managing Director of Belding India Limited, serves as a director in Metafin Technology, TCC Concept, and EFC (I) Limited. Mr. Rajdeep Kishor Gajjar, CFO of Belding India Limited, is also a director in Metafin Technology.

Mr. Umesh Kumar Sahay, Chairperson & Director of Belding India Limited, holds substantial stakes in multiple related parties. He serves as Chairman & MD of TCC Concept (holding 27.15% equity) and Chairman & MD of EFC (I) Limited (holding 38.74% equity). Mr. Nikhil Dilipbhai Bhuta, Director of Belding India Limited, holds positions in TCC Concept (0.36% equity), EFC (I) Limited (Whole-Time Director), and EFC Limited (Director). No shareholding was disclosed for directors in Metafin Technology or Pepcart Logistics.

Financial Context of Related Parties

The financial health of the counterparties varies significantly. For FY25-26, TCC Concept reported a turnover of ₹63.27 crore with a profit after tax of ₹41.07 crore. EFC (I) Limited recorded a turnover of ₹119.88 crore and a profit after tax of ₹12.58 crore. In contrast, Metafin Technology reported a turnover of ₹41.38 lakh but incurred a loss after tax of ₹31.72 lakh. EFC Limited showed strong performance with a turnover of ₹538.75 crore and a profit after tax of ₹97.97 crore. No prior transactions were recorded between the listed entity or its subsidiary and these related parties during the last financial year.