NCL Industries Limited has disclosed a share sale transaction by its promoter group entity under SEBI takeover regulations. The company filed the mandatory disclosure on February 25, 2026, following a share transfer completed the previous day.

Transaction Details

NCL Holdings (A&S) Ltd, identified as a promoter group entity, executed an inter-se transfer of equity shares on February 24, 2026. The transaction involved the sale of 53,762 shares carrying voting rights, representing 0.11% of the company's total share capital.

Shareholding Changes

The share sale resulted in a reduction of NCL Holdings (A&S) Ltd's stake in NCL Industries. Prior to the transaction, the promoter group entity held 155,532 shares, representing 0.34% of the total voting capital. Following the sale, the holding decreased to 101,770 shares, constituting 0.23% of the company's equity.

Company Capital Structure

NCL Industries' equity share capital remained unchanged following the promoter group transaction. The company maintains a total equity share capital of ₹45.23 crore, comprising 4.52 crore equity shares with a face value of ₹10 each. The shares are listed on both BSE and NSE.

Regulatory Compliance

The disclosure was made in compliance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Company Secretary and Compliance Officer M. Divya Bharathi submitted the required documentation to both stock exchanges, ensuring transparency in the promoter group's shareholding changes.

The transaction represents a routine inter-se transfer within the promoter group structure, with no impact on the company's overall capital composition or diluted share capital position.

NCL Industries Limited has announced a postal ballot notice for seeking shareholder approval for the appointment of Dr. Durga Prasad Subramanyam Anapindi as an Independent Director of the company. The announcement, made through a regulatory filing dated 23rd February, 2026, outlines the complete e-voting process and timeline for shareholders.

Postal Ballot Details and Timeline

The company has established a comprehensive schedule for the postal ballot process, with all voting to be conducted electronically through the Central Depository Services (India) Ltd. (CDSL) platform.

Shareholders whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date of Saturday, 21st February, 2026 will be eligible to participate in the e-voting process.

Proposed Director Appointment

The postal ballot seeks approval for a special resolution regarding the appointment of Dr. Durga Prasad Subramanyam Anapindi (DIN: 00911306) as an Independent Director. Dr. Anapindi was initially appointed as an Additional Director (Independent and Non-Executive) with effect from 22nd January 2026 under section 161 of the Companies Act, 2013.

Director Profile and Expertise

Dr. A. S. Durga Prasad brings extensive experience spanning infrastructure, finance, governance, strategy, and institutional leadership. He currently serves as Chairman of the Board of Directors of NCC Limited, India's second-largest listed infrastructure company. His career includes significant roles in corporate strategy, capital structuring, mergers & acquisitions, business valuation, and fund-raising advisory across multiple infrastructure sectors.

As a Past President of the Institute of Cost Accountants of India (ICMAI), Dr. Prasad has led national-level professional initiatives and served on various government committees including the Company Law Committee of the Ministry of Corporate Affairs. His board engagements include positions as Independent Director at NCC Urban Infrastructure Limited and Chairman at NCC Infra Holdings Limited.

Voting Process and Compliance

The company has appointed Mr. A Ravishankar (COP No: 4318) and alternatively Mr. Venkatesh Puranik (COP No. 25510) as Scrutinizers to conduct the postal ballot process in a fair and transparent manner. The Board of Directors approved this appointment in their meeting held on 13th February, 2026.

In compliance with Ministry of Corporate Affairs circulars, the postal ballot notice is being sent only through electronic mode to shareholders whose email addresses are registered with the company or depositories. The voting process will be conducted entirely through remote e-voting, with no physical postal ballot forms being distributed.

Regulatory Compliance

The appointment requires approval through a special resolution as per Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The proposed appointment aligns with Section 149, 150, and 152 of the Companies Act, 2013, along with Schedule IV provisions for Independent Directors.

Shareholders can access detailed voting instructions and the complete postal ballot notice on the company's website at www.nclind.com , as well as on the websites of BSE Limited and National Stock Exchange of India Limited where the company's shares are listed.