Transcorp International Limited has issued a postal ballot notice seeking shareholder approval for the appointment of Mr. Abhinav Banthia as Non-Executive Independent Director. The company has now submitted advertisement notices to BSE on March 21, 2026, fulfilling regulatory requirements for the postal ballot process.

Regulatory Compliance and Advertisement Publication

Pursuant to Regulation 30 read with Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company submitted copies of newspaper advertisements published in Financial Express (English – All India Edition) and Jansatta (Hindi – New Delhi Edition) on March 21, 2026. The advertisement details are structured as follows:

Proposed Director Appointment

The company seeks approval for appointing Mr. Abhinav Banthia (DIN: 01122509) as Non-Executive Independent Director for a five-year term. The appointment details are structured as follows:

Director Profile and Experience

Mr. Abhinav Banthia, born on 13-09-1981, serves as Managing Director of MANU Yantralaya Private Limited. He joined the company in 2003 after completing his engineering and has played a key role in expanding manufacturing operations and global presence. Under his leadership, the company achieved several milestones, including the Global Best Supplier Award from SKF and Carbon Neutral Factory certification for its export unit. He served as Chairman, CII Rajasthan (2023-24) and is actively involved in industry leadership, social initiatives, and startup investments.

Remuneration Structure

The proposed remuneration structure for Mr. Banthia includes multiple components:

Voting Process and Timeline

The company has appointed Mr. Anand Prakash Jain, Chartered Accountant (M.No. 071045), as Scrutinizer to ensure a fair and transparent postal ballot process. The voting timeline is structured as follows:

Shareholding and Compliance

Mr. Banthia currently holds 20,106 equity shares in the company and does not hold any stock options or beneficial ownership. He holds directorship in one other public company - WMW Industries Limited. The company has received all necessary declarations from Mr. Banthia, including Form DIR-2 signifying consent to act as Independent Director, declaration of independence criteria compliance, Form DIR-8 confirming no disqualification, and fit and proper criteria declaration pursuant to RBI guidelines.

Shareholders whose names appear in the Register of Members as on the cut-off date of March 13, 2026, are entitled to vote. The notice is being sent electronically to shareholders with registered email addresses, and the voting process will be conducted through NSDL's remote e-voting platform.

Transcorp International Limited has updated its Code of Conduct for Prevention of Insider Trading to align with the latest regulatory requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015. The amendment, dated February 4, 2026, was communicated to the Bombay Stock Exchange as part of the company's regulatory compliance obligations.

Regulatory Compliance Update

The amendment incorporates changes to SEBI (Prohibition of Insider Trading) Regulations, 2015, ensuring the company maintains robust mechanisms to prevent misuse of unpublished price sensitive information. The updated code, originally formulated in 2019 and now further amended, establishes comprehensive guidelines for designated persons and their immediate relatives.

Key Framework Components

The code establishes detailed definitions and procedures covering multiple aspects of insider trading prevention. Designated persons include promoters, directors, executive assistants to executive directors, employees up to two levels below whole-time directors, employees in grade C1 and above, and staff in corporate secretarial, insurance, taxation, accounts, IT, and legal departments.

Trading Window and Pre-clearance Requirements

The updated framework mandates specific trading window closures and pre-clearance procedures:

• Board Meeting Periods: Trading window closes 15 days before quarterly/annual financial results meetings
• Pre-clearance Timeline: Applications must be processed within 2 trading days
• Execution Period: Approved transactions must be completed within specified timeframes
• Reporting Requirement: Transaction details must be filed within 2 trading days of execution

Internal Control Mechanisms

The code establishes comprehensive internal controls including Chinese Wall policies, digital databases with time stamping, and whistle-blowing mechanisms. Non-disclosure agreements are mandatory for parties receiving unpublished price sensitive information, while designated persons must annually disclose details of immediate relatives and material financial relationships.

Documentation and Compliance

The Compliance Officer is required to maintain detailed records for a minimum period of five years, including registers of disclosures, designated persons, trading window records, and pre-clearance applications. Violations may result in disciplinary action including wage freeze, suspension, or ineligibility for future employee stock option plans.

Corporate Information

The amendment demonstrates Transcorp International's commitment to maintaining the highest standards of corporate governance and regulatory compliance in line with evolving SEBI requirements.