Recode Studios appointed two new independent directors and reconstituted three key board committees following resolutions passed by circulation on August 24, 2026. The appointments are subject to shareholder approval at the ensuing general meeting.

The board approved the appointment of Ms. Shailja and Ms. Palak Chugh as additional independent directors effective August 24, 2026. Both directors satisfy the independence criteria under the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Neither director has any relationship with existing board members or key managerial personnel.

New Director Profiles

Ms. Shailja brings expertise in corporate secretarial practices, securities laws, and stock exchange compliances. She currently serves as Company Secretary at Bhawani Industries Private Limited, a role she has held since July 1, 2024. Her background includes handling IPO-related matters and regulatory filings for listed entities.

Ms. Palak Chugh possesses experience in banking operations and financial compliance. She previously served as a Compliance Associate at Kotak Mahindra Bank and is currently a Compliance Officer at Eldran Solutions LLP. Her expertise covers statutory corporate compliances and risk management frameworks.

Committee Reconstitution

The board reconstituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee effective August 24, 2026.

Mr. Dheeraj Bansal, Managing Director, continues as a member of the Audit Committee. Ms. Shalini Trehan, Non-Executive Director, chairs the Stakeholders' Relationship Committee and serves as a member of the Nomination and Remuneration Committee.

What the Numbers Show

The simultaneous appointment of two independent directors with specialized compliance backgrounds signals a strengthening of the company's governance framework. With both new directors immediately assuming roles in the Audit and Nomination committees, the board has concentrated regulatory oversight responsibilities among its newest members.

Recode Studios has accepted the resignation of Sarat Kumar Mishra from his position as Independent Director, with effect from August 17, 2026. The company disclosed the development in a filing with BSE Limited on August 18, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mishra’s resignation was triggered by his inability to attend board and committee meetings in person due to preoccupation with other matters. In his resignation letter dated August 17, 2026, he highlighted the logistical challenge of traveling to Ludhiana for meetings. He noted that since the Audit Committee, CSR Committee, and Remuneration Committee are critical to the Board’s functioning, it would be appropriate for the company to appoint local professionals to head these bodies.

Consequently, Mishra ceased to be a member of the Audit Committee and the Stakeholders Relationship Committee. He also stepped down as Chairman of the Nomination and Remuneration Committee. The company confirmed that there are no material reasons for his resignation other than those stated in his letter.

Key Details of Resignation

The filing was signed by Dheeraj Bansal, Managing Director of Recode Studios Limited. The company is required to file form DIR-12 with the Registrar of Companies to formalize the disengagement.