Newtime infrastructure Limited has announced the resignation of Independent Director Mr. Manoj Kumar, marking a significant change in the company's board composition. The resignation comes as part of regulatory compliance under SEBI listing obligations and reflects ongoing corporate governance practices.

Resignation Details and Timeline

Mr. Manoj Kumar (DIN: 08332775) submitted his resignation letter dated February 13, 2026, stepping down from his position as Independent Director effective from the close of business hours on February 13, 2026. The resignation was communicated to BSE Limited in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Acknowledgment and Compliance

The Board of Directors placed on record its appreciation for the valuable contribution and guidance provided by Mr. Manoj Kumar during his association with the company as an Independent Director. Company Secretary and Compliance Officer Ms. Jyoti Verma signed the regulatory filing, ensuring proper documentation of the directorship change.

The company has fulfilled all regulatory requirements by providing detailed information as mandated under SEBI regulations, including the resignation letter and confirmation that no material reasons exist beyond those stated.

Other Directorships and Confirmations

Mr. Manoj Kumar currently holds directorship in Adhbhut Infrastructure Limited as an Independent Director. In his resignation letter, he confirmed that there are no other material reasons for his resignation beyond pre-occupation elsewhere. He has requested the company to file necessary forms with the Registrar of Companies, Chandigarh, to formalize the resignation.

Corporate Governance Impact

The resignation follows proper corporate governance protocols, with the company ensuring transparent communication to stakeholders through BSE filing. Mr. Manoj Kumar expressed gratitude to the Board and management for their cooperation and support during his tenure, maintaining professional relationships despite his departure.

Newtime Infrastructure Limited's Board of Directors convened on January 22, 2026, to approve a significant corporate restructuring initiative aimed at enhancing the company's financial flexibility and meeting future funding requirements.

Board Meeting Outcomes

The board meeting, held from 4:00 PM to 5:00 PM on January 22, 2026, resulted in several key approvals that will require shareholder consent through a postal ballot process.

Authorized Share Capital Restructuring

The proposed capital restructuring represents a substantial expansion of the company's authorized share capital framework. The current structure will be modified to accommodate new categories of preference shares.

Current Capital Structure

Proposed Capital Structure

The key addition involves 2,35,60,000 new 10% Compulsory Convertible Preference Shares of ₹10 each, contributing ₹23.56 crores to the expanded authorized capital base.

Postal Ballot Process Details

The company has structured a comprehensive e-voting process to facilitate shareholder participation in the capital increase decision.

Voting Timeline and Process

The postal ballot notice emphasizes that only electronic voting will be permitted, with no physical ballot forms being distributed. Shareholders whose email addresses are registered with the company, depositories, or registrar will receive the notice electronically.

Corporate Governance and Compliance

The resolution requires ordinary resolution approval from shareholders and involves consequential amendments to Clause 5 of the company's Memorandum of Association. The board's decision aligns with provisions under Sections 13, 61, and 64 of the Companies Act, 2013.

The Audit Committee previously evaluated the financial impact of the proposed capital increase and approved the changes in the company's interest. The board emphasized that the expanded authorized capital will provide greater financial flexibility for future capital structuring and securities issuance.

Scrutinizer and Administrative Details

AASK & Associates LLP, with LLPIN AAD-2934, will oversee the postal ballot process to ensure fair and transparent voting. The scrutinizer will submit a comprehensive report to the company's Chairman/Director upon completion of the voting scrutiny.

Shareholders can access detailed voting instructions and company information through the company's website at www.newtimeinfra.in , with additional support available through CDSL's helpdesk services for technical assistance during the e-voting process.