Nirav Commercials Limited has successfully completed its postal ballot process, with shareholders overwhelmingly approving two critical resolutions related to its business restructuring. The company submitted comprehensive voting results and scrutinizer's report to BSE Limited on March 9, 2026, following the conclusion of the remote e-voting period.

Postal Ballot Process Overview

The postal ballot was conducted in accordance with Section 108 and 110 of the Companies Act, 2013, and SEBI regulations. Arun Dash of M/s. Arun Dash & Associates, Company Secretaries, served as the appointed scrutinizer for the voting process. The remote e-voting period remained open from February 5, 2026 (09:00 a.m. IST) to March 6, 2026 (5:00 p.m. IST), with votes being unblocked on March 6, 2026 at 5:32 p.m.

The cut-off date for determining eligible shareholders was set as January 30, 2026, with equity shareholders as on this date entitled to vote on the resolutions in proportion to their shareholding in the company's paid-up equity share capital.

Voting Results Summary

Both resolutions received strong shareholder support with identical voting patterns:

Resolution Details and Outcomes

The first resolution, a special resolution for the sale of undertaking to Hind Aluminium Industries Limited, received approval from 11 members voting in favour against 5 members voting against. This represents a significant corporate restructuring decision that required special resolution approval.

The second resolution concerned the approval of material related party transactions between Nirav Commercials Limited and Hind Aluminium Industries Limited. This ordinary resolution also received the same level of support, demonstrating consistent shareholder confidence in the proposed transactions.

Shareholder Participation Analysis

The voting participation demonstrated selective engagement across different shareholder categories:

Notably, the promoter and promoter group, despite holding 2,03,635 shares, did not participate in the voting process, while public non-institutional shareholders showed active participation with 14.25% of their holdings being voted.

Regulatory Compliance and Documentation

The company has fulfilled all regulatory requirements under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Secretary Amey Borkar submitted the complete documentation to BSE Limited, including the scrutinizer's report and detailed voting results.

The scrutinizer's report confirms that the voting process was conducted in a fair and transparent manner, with proper safeguards and witness verification by Akshat Somani and Ishika Jain during the vote unblocking process. The voting results and scrutinizer's report have been made available on the company's website at https://investors.elesarfocchi.in/ as per regulatory requirements.

Nirav commercial has executed a Business Transfer Agreement (BTA) with Hind Aluminium Industries Limited for the proposed sale of its aluminium grills, doors and windows manufacturing business for ₹1.25 crores. The company informed BSE on February 17, 2026, that the agreement has been signed following the Board of Directors' approval on February 4, 2026.

Agreement Execution and Timeline

The Business Transfer Agreement becomes effective subject to shareholder approval. The transaction involves selling the business of manufacturing and selling aluminium grills, doors and windows under the brand name 'Elesar Focchi' as a going concern on a slump sale basis.

Financial Impact of Divestment

The divested business represents a significant portion of Nirav Commercials' operations. Based on audited financial statements as on March 31, 2025, the undertaking's financial contribution includes:

Related Party Transaction Details

The transaction qualifies as a Material Related Party Transaction as both companies share common promoters. The same set of promoter shareholders hold 51.95% of share capital in Nirav Commercials Limited and 66.47% of share capital in Hind Aluminium Industries Limited.

Hind Aluminium Industries Limited, listed on BSE Limited, operates from the same registered office at B-1, Tulsi Vihar, Dr. A. B. Road, Worli Naka, Mumbai. The buyer is engaged in manufacturing wire rods and conductors, mining, and power generation through windmills and solar power plants across Maharashtra, Karnataka and Rajasthan.

Regulatory Compliance and Next Steps

The company will obtain necessary approvals under Section 180 of the Companies Act, 2013 and Regulation 37A of the LODR Regulations before completing the transaction. Shareholders will receive detailed disclosures in the Notice of Postal Ballot or General Meeting for approval of the sale. The transaction will be conducted at arm's length basis and will not result in any change to the shareholding pattern of Nirav Commercials Limited.