Nicco Parks & Resorts Limited has issued a comprehensive postal ballot notice seeking shareholder approval for three critical director appointments that will shape the company's leadership structure. The company has completed dispatch of the postal ballot notice through email and published newspaper advertisements in compliance with regulatory requirements.

Proposed Director Appointments

The postal ballot encompasses three ordinary resolutions for shareholder consideration:

Key Leadership Changes

Mr. Barun Kumar Ray, IAS is being proposed as the Nominee Director representing the Government of West Bengal, Department of Tourism. Currently serving as Additional Chief Secretary, Tourism Department, Government of West Bengal, and Chairman of West Bengal Tourism Development Corporation Limited, Mr. Ray will also be designated as Chairman of Nicco Parks & Resorts Limited. His appointment follows a nomination letter from the Government of West Bengal, Department of Tourism, replacing the outgoing Nominee Director Ms. Nandini Chakravorty, IAS.

Mr. Rahul Mitra is being proposed for dual appointments as Director and Managing Director & CEO. Having served as Company Secretary of Nicco Parks & Resorts Limited since 2011, Mr. Mitra brings extensive experience in corporate governance, regulatory compliance, and operational management across various functional areas of the company.

Remuneration Structure for Managing Director

The proposed terms for Mr. Rahul Mitra's appointment as Managing Director include:

Additional perquisites include servant allowance of Rs. 30,000 per annum, gas and electricity reimbursement up to Rs. 40,000 per annum, and club and home entertainment expenses up to Rs. 75,000 per annum.

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to facilitate remote e-voting for shareholders. The postal ballot notice has been dispatched through email and published in newspaper advertisements including Business Standard (English) and Ekdin (Bengali) editions.

In compliance with Ministry of Corporate Affairs circulars, the postal ballot notice is being sent only through electronic mode to members whose email addresses are registered with the company, registrar and transfer agent, or depositories. Shareholders whose email IDs are not registered can contact the company at specified email addresses to obtain login credentials for e-voting.

Company Performance Context

The explanatory statement reveals the company's financial performance over recent years:

The company continues to remain profitable despite facing challenges typical of the amusement park industry, including weather dependency, seasonal variations, and operational cost pressures. Management has outlined various strategic initiatives to enhance operational resilience and maintain stable financial performance.

Regulatory Compliance

The postal ballot process complies with Section 110 read with Section 108 of the Companies Act, 2013, and Regulation 44 of the SEBI Listing Regulations. The company has appointed Mr. P. V. Subramanian as the scrutinizer to conduct the polling process in a fair and transparent manner. Results will be declared immediately after the conclusion of e-voting and communicated to stock exchanges where the company's equity shares are listed.

Nicco Engineering Services Limited has filed a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, regarding its increased shareholding in Nicco Parks & Resorts Limited. The acquisition represents a strategic move by the promoter group company to strengthen its position in the target entity.

Share Acquisition Details

The company acquired 11,62,514 equity shares of Nicco Parks & Resorts Limited through open market purchases conducted between December 10, 2025, and February 17, 2026. This acquisition represents 2.48% of the target company's total share capital.

Shareholding Pattern Changes

Prior to this acquisition, Nicco Engineering Services Limited held 37,60,211 shares, representing 8.04% of Nicco Parks & Resorts Limited. Following the purchase, the company's shareholding increased to 49,22,725 shares, constituting 10.52% of the total equity capital.

Persons Acting in Concert

The disclosure identifies several persons acting in concert (PAC) with Nicco Engineering Services Limited, including key individuals and corporate entities. The combined holding of the acquirer and PAC entities increased from 91,52,681 shares (19.56%) to 1,03,15,195 shares (22.04%).

Key PAC entities include:

• Mr. Rajive Kaul jointly with Ms. Manjari Mrinalini Kaul holding 21,55,000 shares (4.60%)
• Sunflag Commercial Pvt. Ltd. with 26,70,000 shares (5.71%)
• Hindustan Wire Metal Products Private Ltd. holding 4,49,760 shares (0.96%)

Target Company Information

Nicco Parks & Resorts Limited has an equity share capital of 4,68,00,000 equity shares of Re. 1 each. The company's shares are listed on BSE Limited. The total diluted share capital remains unchanged at 4,68,00,000 equity shares following this acquisition.

Regulatory Compliance

The disclosure was signed by Aanchal Kothari, Company Secretary of Nicco Engineering Services Limited (Membership No. A53924), and filed on February 19, 2026. The acquisition falls under the promoter group category, requiring mandatory disclosure under SEBI takeover regulations when shareholding crosses specified thresholds.