Lorenzini apparels Limited announced significant changes to its board structure on March 18, 2026, with the resignation of two independent directors and subsequent reconstitution of key board committees. The company disclosed these developments under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director Resignations

Two independent directors submitted their resignations with immediate effect on March 18, 2026. Mr. Yogesh Kumar (DIN: 08722626) resigned from his position citing unavoidable personal circumstances, while Mr. Ajay (DIN: 08556054) stepped down due to increased personal commitments requiring his immediate attention.

Both directors expressed gratitude for their association with the company during their tenure. Mr. Yogesh Kumar thanked the board for his memorable association, while Mr. Ajay acknowledged the cooperation and support received from the board and management.

Board Committee Reconstitution

Following the resignations, Lorenzini Apparels reconstituted three critical board committees to ensure compliance with regulatory requirements. Mr. Ish Sadana, Additional Non-Executive Independent Director (DIN: 07141836), has been appointed as chairman of all three committees with effect from March 18, 2026.

Audit Committee Composition

The reconstituted Audit Committee comprises four members in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations:

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been reconstituted under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations:

Stakeholders Relationship Committee

The Stakeholders Relationship Committee composition following reconstitution includes:

Regulatory Compliance

The company has fulfilled its disclosure obligations by providing detailed information as required under Regulation 30 of SEBI LODR Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015. The resignation letters from both directors have been enclosed with the regulatory filing, and the company will file necessary forms with the Registrar of Companies and stock exchanges.

The reconstitution ensures continued compliance with corporate governance norms while maintaining the required composition of independent directors across all committees. Mr. Sandeep Jain, Managing Director and Chief Financial Officer, signed the disclosure on behalf of the company.

Lorenzini Apparels Limited has issued a comprehensive postal ballot notice to its shareholders, seeking approval for critical corporate governance matters and a significant related party transaction. The notice, dated February 24, 2026, outlines three key resolutions that require member consent through remote e-voting.

Board Composition Enhancement

The company proposes to strengthen its board structure through the appointment of two independent directors. Both appointments stem from board decisions made on February 14, 2026, when the individuals were initially appointed as additional directors.

Mr. Ish Sadana brings over 14 years of experience in corporate laws, holding qualifications including a Bachelor's degree in Commerce from Delhi University, Company Secretary certification, and LLB from Meerut University. He currently serves as an independent director on seven other boards including Plaza Wires Limited and Minda Finance Limited.

Ms. Monam Kapoor serves as the Authorised Representative for Techtone (HK) Energy Company's Liaison Office since July 2021. She holds a PGDBM in Operations Management from Symbiosis Centre for Distance Learning and has cleared the Independent Director Examination under IICA. She currently holds directorships in nine other companies including Kedarnath Industries Limited and Oscar Global Limited.

Related Party Transaction

The third resolution involves a material related party transaction requiring ordinary resolution approval. The company proposes to sell its "Mr Button" trademark to Mr Button Private Limited.

The transaction has been structured as an arm's length deal, certified through an independent valuation report. The Audit Committee has reviewed and approved the transaction, confirming it serves the company's best interests. The sale aims to monetize intellectual property while reducing ongoing compliance obligations related to royalty arrangements.

Voting Process and Timeline

The company has appointed M/s Anuj Gupta Associates, Practicing Company Secretaries, as the scrutinizer to ensure fair and transparent voting. The remote e-voting facility will be provided through Central Depository Services (India) Limited.

Shareholders whose names appear on the register as of the cut-off date are eligible to participate in the voting process. The company will communicate results to both BSE Limited and National Stock Exchange of India Limited within two working days of the e-voting period's conclusion.

Regulatory Compliance

The postal ballot notice complies with various regulatory requirements including Section 110 of the Companies Act 2013, SEBI Listing Regulations, and multiple MCA circulars. The company has made arrangements for shareholders to register email addresses for participation in the electronic voting process, emphasizing the shift toward digital governance mechanisms.