Damodar Industries Limited has announced a postal ballot process to seek shareholder approval for the appointment of Mr. Suresh Narayan Nayak as a Non-Executive Independent Director. The company issued the postal ballot notice on March 17, 2026, and subsequently published the newspaper advertisement on March 25, 2026, marking significant corporate governance developments.

Postal Ballot Details

The textile company has structured the postal ballot process with specific timelines and procedures to ensure compliance with regulatory requirements.

The company will conduct the entire process through electronic mode only, in compliance with MCA circulars. Physical copies of postal ballot forms will not be distributed to shareholders, requiring all voting to be conducted through the remote e-voting system provided by MUFG Intime India Private Limited.

Proposed Director Profile

Mr. Suresh Narayan Nayak (DIN: 11588687) brings substantial banking sector experience to the board. Born on January 24, 1958, he holds a B.Com degree from the University of Mumbai and a Post Graduate Diploma in Management (PGDM) in Personnel Management & Industrial Relations from St. Xavier's College, Mumbai.

During his tenure at Axis Bank, Mr. Nayak managed cash operations across 140 branches and over 850 ATMs in Mumbai. At YES BANK, he led nationwide cash operations and ATM network management while ensuring compliance with Reserve Bank of India guidelines.

Voting Process and Compliance

The company has appointed Mr. Vishal N. Manseta, Practicing Company Secretary (ACS: 25183, CP No. 8981), as the scrutinizer for conducting the postal ballot process. The e-voting platform will be accessible at https://instavote.linkintime.co.in .

Shareholders whose names appear in the Register of Members or List of Beneficial Owners as on the cut-off date of March 20, 2026, will be eligible to participate in the voting process. The company sent the notice through electronic mode to members with registered email addresses on March 24, 2026.

Resolution Details

The postal ballot seeks approval for a Special Resolution to appoint Mr. Nayak as a Non-Executive Independent Director for a term of five consecutive years from March 17, 2026. The appointment requires approval under Sections 149, 150, and 152 of the Companies Act, 2013, along with Regulation 16(1)(b) of the SEBI Listing Regulations.

The company has confirmed that Mr. Nayak meets the independence criteria specified under the Companies Act, 2013, and SEBI Listing Regulations. He has provided the necessary declarations regarding his independence and eligibility for the directorship position.

Regulatory Framework

The postal ballot process complies with multiple regulatory frameworks including the Companies Act, 2013, SEBI Listing Regulations, and various MCA circulars issued between 2020 and 2022. The company has ensured adherence to Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Once the voting period concludes, the scrutinizer will submit his report to the Chairman, and the results will be published on the company's website and communicated to stock exchanges where Damodar Industries' shares are listed.

Damodar Industries Limited's board of directors convened on March 17, 2026, from 01:30 P.M. to 03:15 P.M., approving several crucial appointments and corporate governance matters. The meeting outcomes demonstrate the company's commitment to strengthening its leadership structure and ensuring regulatory compliance.

Key Board Appointments

The board approved two significant appointments that will enhance the company's governance framework and operational capabilities.

Independent Director Appointment

Mr. Nayak brings substantial expertise in banking operations management, retail banking, RBI compliances, and cash management. His professional background includes leadership roles with prominent financial institutions including YES BANK, Axis Bank, HDFC Bank, and Syndicate Bank. During his tenure as Group Executive Vice President & Country Head – Cash Operations at YES BANK (2015–2019), he led nationwide cash operations and ATM network management while ensuring strict adherence to Reserve Bank of India guidelines.

Company Secretary and Compliance Officer

Mr. Shukla holds qualifications as a Company Secretary from the Institute of Company Secretaries of India (2010), complemented by an MBA in Marketing & HR from BU, Bhopal (2004). His expertise encompasses corporate law, listing regulations, and statutory compliance across multiple organizations.

Postal Ballot and Governance Matters

The board addressed several administrative and compliance requirements to facilitate upcoming shareholder decisions:

• E-Voting Infrastructure: Appointment of e-voting agency for providing electronic voting facility and related services
• Documentation: Approval of draft Notice of Postal Ballot
• Eligibility Framework: Fixed cut-off date to determine shareholder eligibility for postal ballot notice and voting rights
• Process Authorization: Authorized non-independent director to conduct postal ballot process and distribute notices to eligible members
• Scrutinizer Appointment: Designated Vishal N Manseta, Practicing Company Secretary, as scrutinizer for the postal ballot process

Additional Board Decisions

The meeting also covered operational and regulatory compliance matters:

• Cost Audit Approval: The board reviewed and approved the cost audit report for financial year 2024-2025
• Regulatory Compliance: All appointments and processes align with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Professional Backgrounds

Both appointees bring complementary expertise to strengthen the company's governance structure. Mr. Nayak's extensive banking experience spans over four decades, including significant contributions to currency chest establishment, ATM network expansion, and Cheque Truncation System implementation. His educational background includes a B.com degree from University of Mumbai and Post Graduate Diploma in Management from St. Xavier's College, Mumbai.

Mr. Shukla's professional journey encompasses corporate compliance, governance, and administration across various organizations including SNSR Digital & Logistics Private Limited, Rammaica India Limited, and Max Flex & Imaging Systems Limited. His decade-long experience in secretarial and compliance functions positions him well for his new role.

These strategic appointments reflect Damodar Industries Limited's focus on enhancing corporate governance standards and operational excellence while maintaining regulatory compliance across all business activities.