Lords Mark Industries Limited’s Board of Directors approved a two-step Minimum Public Shareholding (MPS) compliance scheme on August 6, 2026, comprising an Offer for Sale (OFS) by the Promoter Group and a Rights Issue open exclusively to public shareholders. This decision resolves the regulatory requirement to maintain the 25% public shareholding mandate under Rule 19A of the Securities Contracts (Regulation) Rules, 1957. The Board also appointed M/s. Nuvama Wealth Management Limited as the advisor to manage the capital restructuring and execution of these corporate actions. Additionally, CS Geeta Serwani was appointed as the Secretarial Auditor for FY25–26 to fill a casual vacancy.

The Board constituted a dedicated "MPS Committee" to oversee the seamless execution, operational management, and regulatory filings associated with the restructuring. This committee has been authorized to handle all procedural matters related to the OFS and Rights Issue, ensuring alignment with SEBI guidelines. The appointment of Nuvama Wealth Management Limited underscores the company’s intent to leverage specialized expertise for navigating the complex capital market instruments involved in this compliance exercise.

Regulatory Compliance and Governance

The approvals were granted in compliance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Auditor appointment follows Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CS Geeta Serwani, Proprietor of M/s. Geeta Serwani & Associates, brings qualifications in B.Com, FCS, and LLB, with expertise in corporate governance and SEBI regulations.

Insider Trading Restrictions

The trading window for securities of Lords Mark Industries Limited remains closed for Designated Persons and their immediate relatives, in accordance with the company’s Code of Conduct under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This restriction ensures that no material non-public information is misused while sensitive compliance decisions are finalized.

What the Numbers Show

The shift from exploring multiple options to approving a specific two-step mechanism indicates a decisive move toward regulatory compliance. By combining an OFS by promoters with a rights issue for the public, the company aims to boost public shareholding without diluting promoter control further through direct issuance. The involvement of Nuvama Wealth Management suggests a structured approach to managing investor relations and regulatory filings during this transition.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE567L01017/39643032-525e-4303-8eb1-e252756ab753.pdf

Lords Mark Industries Limited announced that M/s. BKP & Associates, Company Secretaries, has resigned from its position as secretarial auditor. The resignation is effective immediately as of August 01, 2026, creating a vacancy in a key compliance role for the Mumbai-based manufacturer. This departure requires the company to appoint a new auditor to ensure continued adherence to regulatory standards.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Para A of Part A of Schedule III. In compliance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the company submitted the necessary details to the Bombay Stock Exchange (BSE). The filing confirms that there are no disclosed relationships between the auditor and the company’s directors.

M/s. BKP & Associates, led by proprietor Binay Kumar Pandey (Membership No. F9830), attributed the decision to a significant increase in existing professional engagements. The firm stated that this workload surge created constraints in devoting the requisite time, attention, and professional resources needed to conduct the secretarial audit within prescribed timelines and in accordance with applicable professional standards.

Resignation Details

Binay Kumar Pandey, who holds Certificate of Practice No. 12074, submitted the resignation letter dated August 01, 2026, from Kolkata. He requested that the Board of Directors take the resignation on record and complete all necessary formalities regarding his cessation as the secretarial auditor. The firm’s peer review number is 5265/2023, and its unique firm number is I2013WB1041500.

Sachidanand Harinam Upadhyay, Managing Director of Lords Mark Industries Limited, signed the exchange submission. The company, formerly known as Lord's Mark India Limited and Kratos Energy & Infrastructure Limited, carries CIN No. L35103MH1979PLC021614. The resignation does not indicate any disagreement on accounting or audit matters, but rather reflects capacity constraints at the auditing firm.

What This Means for Compliance

The loss of a secretarial auditor necessitates prompt action by the Board of Directors to appoint a replacement. Under SEBI regulations, listed entities must maintain an active secretarial audit to ensure compliance with corporate governance norms. The interim period without an appointed auditor may require the board to monitor compliance processes closely until a new firm is engaged and onboarded.