XL Energy accepts resignations of two independent directors

XL Energy Limited has accepted the resignations of two Non-Executive Independent Directors, Vinod Kumar Kathuria and Hari Chand Mittal, effective from the close of business hours on August 04, 2026. The company notified the Bombay Stock Exchange and the National Stock Exchange of India Limited regarding the leadership changes, confirming that both directors have stepped down due to individual scheduling conflicts rather than any disagreement with management or strategy.

The disclosure was made pursuant to Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the filing referenced SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Naresh Jain, a Director of XL Energy Limited (DIN: 00291963), signed the communication to the exchanges on August 06, 2026.

Vinod Kumar Kathuria (DIN: 06662559) tendered his resignation citing increased professional commitments and other work-related responsibilities. He confirmed that there are no material reasons for his resignation other than those stated. Kathuria holds directorships in several other listed entities, including Satia Industries Limited, Sharda Cropchem Limited, A K Capital Services Limited, Deepak Builders & Engineers India Limited, and Jayaswal Neco Industries Limited.

Hari Chand Mittal (DIN: 08797386) resigned due to personal reasons. Like Kathuria, Mittal confirmed that no other material factors influenced his decision to step down. He currently serves as an Independent Director at GSB Finance Limited and Vakrangee Limited.

Directorship Details

The following table outlines the other listed entities where the resigning directors hold positions:

Director	Listed Entity	Role	Committee Memberships
Vinod Kumar Kathuria	Satia Industries Limited	Independent Director	Not specified
Vinod Kumar Kathuria	Sharda Cropchem Limited	Independent Director	Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship
Vinod Kumar Kathuria	A K Capital Services Limited	Independent Director	Audit Committee (Chairperson), Nomination & Remuneration Committee
Vinod Kumar Kathuria	Deepak Builders & Engineers India Limited	Independent Director	Audit Committee, Nomination & Remuneration Committee
Vinod Kumar Kathuria	Jayaswal Neco Industries Limited	Independent Director	Audit Committee, Nomination & Remuneration Committee
Hari Chand Mittal	GSB Finance Limited	Independent Director	Audit Committee, Nomination & Remuneration Committee
Hari Chand Mittal	Vakrangee Limited	Independent Director	Audit Committee (Chairperson), Nomination & Remuneration Committee (Chairperson), Risk Management Committee (Chairperson), CSR Committee

What the Numbers Show

The simultaneous departure of two independent directors highlights the high demand for experienced governance professionals in the Indian market. Both Kathuria and Mittal hold significant committee roles, particularly in audit and nomination committees, across multiple listed firms. Their exit from XL Energy Limited’s Board reduces the company’s independent oversight capacity temporarily until replacements are appointed in accordance with regulatory timelines.

XL Energy Limited has appointed Pankaj Jain as an Additional Non-Executive Independent Director and Harsh Jain as Manager, marking a key step in the company’s governance restructuring under its Resolution Plan. The Monitoring Committee, exercising the powers of the Board of Directors, approved these appointments on August 4, 2026. Both roles are subject to shareholder approval at the ensuing General Meeting and carry five-year terms extending until August 3, 2031.

The appointments were disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Clause 7 of Para A of Part A of Schedule III. The disclosure was filed with the Bombay Stock Exchange and the National Stock Exchange of India Limited on August 4, 2026. Naresh Jain, a director of XL Energy Limited, signed the filing.

Key Appointments

The Monitoring Committee approved two distinct leadership additions to strengthen oversight and operational management:

Name	Designation	Term Start	Term End	Status
Pankaj Jain	Additional Non-Executive Independent Director	August 04, 2026	August 03, 2031	Subject to AGM approval
Harsh Jain	Manager (Key Managerial Personnel)	August 04, 2026	August 03, 2031	Subject to AGM approval

Pankaj Jain will serve as an Independent Director not liable to retire by rotation. Harsh Jain joins as a Key Managerial Personnel member, bringing corporate management and strategic planning experience to the executive team.

Profile of Pankaj Jain

Pankaj Jain is a Chartered Accountant with over 12 years of experience in debt syndication, project finance, and NCLT resolution processes. He holds a certification in Financial Modelling from the BSE Institute and qualified with the Institute of Chartered Accountants of India in 2013. His professional background includes raising over ₹1,000 crore through term loans, working capital facilities, non-convertible debentures, letters of credit, and bank guarantees. Additionally, he has executed retail portfolio acquisitions exceeding ₹100 crore from leading non-banking financial companies.

Jain’s expertise spans financial modelling, project appraisal, lender negotiations, and structured finance. He currently serves as an Independent Director in other listed companies, contributing to corporate governance and strategic financial decision-making. The company confirmed that Pankaj Jain is not debarred from holding the office of director by virtue of any SEBI order or other authority.

Profile of Harsh Jain

Harsh Jain brings experience in corporate management, business administration, and operational management. A Commerce Graduate, he has served in leadership positions as a Director and Designated Partner in various companies and limited liability partnerships. His responsibilities have included overseeing business operations, regulatory compliance, and business development.

The filing discloses a familial relationship within the company’s leadership: Harsh Jain is the son of Naresh Manakchand Jain, a Non-Executive Director of XL Energy Limited, and the brother of Karishma Jain, the Executive Director and Chief Financial Officer. This relationship disclosure aligns with SEBI requirements for transparency in director and KMP appointments.

Regulatory Compliance

The appointments comply with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company confirmed adherence to the SEBI Letter dated June 14, 2018, along with BSE circular no. LIST/COMP/14/2018-19 and NSE Circular NSE/CML/2018/02 dated June 20, 2018, regarding debarment checks for Pankaj Jain. For Harsh Jain, the debarment confirmation was marked as not applicable, as he is appointed as a Manager rather than a Director.

What This Means for Governance

The appointment of Pankaj Jain adds independent financial expertise to the board, particularly valuable given the company’s ongoing implementation of its Resolution Plan. His background in NCLT resolution and debt restructuring complements the strategic needs of a company emerging from insolvency proceedings. Meanwhile, Harsh Jain’s appointment as Manager strengthens the executive team’s capacity for operational execution and corporate planning. Both appointments require final ratification by shareholders, ensuring democratic oversight of these critical governance changes.