dar credit & capital has announced the cessation of Saswata Chaudhuri as an Independent Director, effective July 31, 2026, following the completion of his two-year tenure. The leadership transition ensures continuity in the Board’s independent oversight, with Gautam Bhattacharya appointed to assume the role immediately thereafter, effective August 1, 2026. This change reflects standard corporate governance practices for term limits of independent directors.

The company informed the National Stock Exchange of India Limited (NSE) via its listing compliance department on July 31, 2026, citing Regulations 30 and 51 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notification confirms that Mr. Chaudhuri’s departure is due to the natural expiry of his term rather than any voluntary resignation or removal. The filing also references a prior intimation dated July 17, 2026, regarding the appointment of his successor.

Gautam Bhattacharya (DIN: 10834784) was appointed as an Independent Director by the shareholders during the company’s 32nd Annual General Meeting. His appointment is consequent to the completion of Mr. Chaudhuri’s tenure, ensuring no gap in the independent director representation on the Board. The transition aligns with the regulatory requirements for maintaining a specified proportion of independent directors on the board of listed entities.

Key Details of the Transition

The Company Secretary & Compliance Officer, Priya Kumari (Membership No: A67648), signed the disclosure letter on behalf of the company. The requisite details were enclosed in Annexure-A as per SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The information has been uploaded on the company’s website at www.darcredit.com for public access.

Governance Implications

The replacement of an Independent Director is a routine governance event but underscores the company’s adherence to SEBI’s strict norms on board composition. With Mr. Bhattacharya taking over from August 1, 2026, the Board maintains its required structure without interruption. Investors should note that this change does not impact the company’s ongoing operations or strategic direction, as it involves only the rotation of independent oversight roles within the regulatory framework.

Dar Credit & Capital has declared a dividend of INR 0.50 per equity share for the financial year ended March 31, 2026. The dividend will be paid to shareholders whose names appear on the register of members on the record date of Tuesday, June 23, 2026. This announcement was made following the outcome of the 32nd Annual General Meeting (AGM) held on Friday, July 17, 2026, via Video Conferencing.

The members approved the re-appointment of Mr. Umesh Khemka as a Non-Executive Director, liable to retire by rotation, effective July 17, 2026. Additionally, the AGM appointed Mr. Gautam Bhattacharya as an Independent Director for a term of five consecutive years, effective from August 1, 2026, to July 31, 2031. Mr. Bhattacharya brings over 35 years of experience from the State Bank of India (SBI).

Board Approvals

Shareholders approved the continuation of Mr. Ramesh Kumar Vijay as Whole-time Director above the age of 70 years, pursuant to Section 196 of the Companies Act, 2013. This approval was granted through a Special Resolution. Furthermore, Mr. Rajkumar Vijay was approved to continue as Whole-time Director without being liable to retire by rotation during his tenure. Both directors are brothers.

The Board received authorization to create, offer, issue, and allot secured or unsecured Non-Convertible Debentures (NCDs) through private placement or public issue. This authorization is valid for one year from the date of the AGM and includes the exercise of green shoe options. The issuance is open to Qualified Institutional Buyers (QIBs) and other eligible investors.

Key Resolutions

The AGM also approved the alteration of the Articles of Association (AOA) by inserting a clause under Article 20.3. This new provision permits the consolidation and re-issuance of debt securities, including NCDs, in compliance with the Companies Act, 2013, and SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. The Board and the Company Secretary are authorized to implement these changes.