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.

NCL Industries Limited has disclosed that promoter group entities acquired additional shares through open market transactions, as per regulatory requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Promoter Group Acquisitions

Two promoter group entities made share acquisitions on February 19, 2026, through open market purchases. The transactions involved modest increases in their existing shareholdings in the company.

Transaction Details

Both acquisitions were executed through open market transactions on February 19, 2026. The purchases represent minimal increases in the respective promoter group entities' shareholdings in NCL Industries.

Kalidindi Ravi

The individual promoter acquired 5,438 shares carrying voting rights, raising his total holding from 2,981,240 shares to 2,986,678 shares. His percentage holding increased from 6.59% to 6.60% of the company's total share capital.

Kakatiya Industries Private Limited

The company acquired 5,000 shares carrying voting rights, increasing its total shareholding from 529,247 shares to 534,247 shares. This represents an increase from 1.17% to 1.18% of the total share capital.

Company Share Capital Structure

NCL Industries' equity share capital structure remained unchanged following these acquisitions. The company maintains its total equity share capital at Rs.45,23,27,900, comprising 4,52,32,790 equity shares of Rs.10 each.

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 BSE and NSE on February 20, 2026.

Neither acquirer holds any shares in the nature of encumbrance, voting rights otherwise than by equity shares, or warrants/convertible securities that would entitle them to receive additional shares carrying voting rights in the company.