Shri Dinesh Mills Ltd. has submitted the voting results of its postal ballot conducted under Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to BSE Limited. The company announced that all three resolutions put to shareholders through remote e-voting were passed with requisite majority on 30 April 2026. The scrutinizer's report, dated 1 May 2026, was submitted by Heena Patel, Practicing Company Secretary, confirming the outcome.

Postal Ballot Overview

The postal ballot voting process was conducted through the remote e-voting facility offered by National Securities Depository Limited (NSDL). The voting period commenced on 1 April 2026 at 9.00 a.m. IST and concluded on 30 April 2026 at 5.00 p.m. IST. Shareholders holding shares as on the cut-off date of 20 March 2026 were eligible to participate in the voting process. A total of 9272 shareholders were on record as of the cut-off date.

Voting Results Summary

The three resolutions presented to shareholders covered key governance matters including director appointments and remuneration approval. The voting patterns across different shareholder categories revealed strong promoter support and substantial participation from public non-institutional shareholders.

Resolution Details

Resolution 1: Re-appointment of Independent Director

The first resolution sought approval for the re-appointment of Ms. Reshma Patel (DIN: 00165162) as Non-Executive Independent Director for a further period of five years, effective from 15 March 2026 to 14 March 2031. This special resolution required promoter and promoter group approval, which was secured with 100% voting in favour from this category holding 2788372 shares. Public non-institutional shareholders participated with 13805 votes polled, of which 90.97% supported the resolution.

Resolution 2: CMD Remuneration Approval

The second resolution, also a special resolution, concerned the payment of remuneration to Shri Bharatbhai Patel, Chairman & Managing Director, for his unexpired tenure from 1 April 2026 to 31 March 2028. The voting pattern mirrored the first resolution, with promoter group voting 100% in favour and public non-institutional shareholders supporting the resolution with 90.97% of votes polled.

Resolution 3: Appointment of New Independent Director

The third resolution, an ordinary resolution, proposed the appointment of Mrs. Tejal Rahul Amin (DIN: 00169860) as Non-Executive Independent Director. This resolution received 91.71% support from public non-institutional shareholders, with 12660 votes in favour out of 13805 votes polled. The promoter group maintained 100% support with 2788372 votes in favour.

Shareholder Participation

The voting data revealed distinct participation patterns across shareholder categories. The promoter and promoter group, holding 2788372 shares, participated fully with 100% of their shares voted across all three resolutions. Public institutions, holding 10 shares, did not participate in the voting process. Public non-institutional shareholders, holding 2812200 shares, demonstrated moderate participation with 13805 votes polled, representing 0.49% of shares held in this category.

The scrutinizer confirmed that all relevant records relating to remote e-voting would remain in custody until the Chairman considers, approves, and signs the minutes, after which they would be handed over to the Compliance Officer for safe keeping. The voting results and scrutinizer's report have been made available on the company's website.

Shri Dinesh Mills Limited has announced a significant corporate restructuring initiative through an official regulatory filing on April 29, 2026. The board of directors granted in-principle approval for the demerger of the company's FELT business into a separate listed entity, following the execution of a family settlement agreement between promoter families.

Family Settlement Agreement Between Promoter Groups

A family settlement agreement was executed on April 29, 2026, between two promoter families of Shri Dinesh Mills Limited. The agreement involves the BUP Family, comprising Mr. Bharatbhai Upendrabhai Patel and Mr. Aditya Bharatbhai Patel, and the NUP Family, comprising Mr. Nimish Upendrabhai Patel and Mr. Nishank Nimishbhai Patel. The company clarified that it is not a party to this family settlement agreement.

The family settlement agreement was entered into amicably between the two families with a view to protect long-term peace, harmony and mutual understanding between them.

Board Approval for FELT Business Demerger

The board of directors, after due evaluation and discussion of the proposal, granted in-principle approval for the proposed segregation and demerger of the company's FELT business into a separate legal entity. The demerger will be implemented through a proposed scheme of arrangement in accordance with applicable laws, subject to approval from the Hon'ble National Company Law Tribunal, Ahmedabad Bench, and other necessary regulatory approvals and sanctions.

Regulatory Filing and Documentation

The regulatory filing was submitted to BSE Limited under Regulations 30 and 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing included comprehensive documentation detailing the family settlement agreement and board resolutions. Company Secretary & Compliance Officer J. B. Sojitra signed the official communication to BSE Limited.

Interim Measures and Business Segregation

As preparation for the proposed demerger, the board approved several interim measures to ensure focused oversight and seamless transition:

• Business Segregation: The board approved the segregation of the company's business verticals into the FELT Business and Residual Business
• Director Designation: Certain directors were designated to oversee operations, management and administration of the FELT Business, while other directors were assigned oversight of the Residual Business
• Operational Continuity: These measures are designed to ensure focused oversight of respective business verticals and enable seamless transition pending the effectiveness of the proposed demerger

Future Corporate Structure Changes

According to the family settlement agreement, once the demerger scheme becomes effective, significant changes in the corporate structure are planned:

The company stated that appropriate disclosures in accordance with LODR Regulations and other applicable laws will be made upon approval of the proposed demerger by the board.