Wakefit Innovations Limited has announced the resignation of its Chief Financial Officer, Navesh Gupta, effective December 31, 2025. The company informed both BSE and NSE about this key managerial personnel change through a regulatory filing under Regulation 30.

Resignation Details

The key details of Gupta's departure are outlined in the company's regulatory disclosure:

Gupta confirmed in his resignation letter that there are no material reasons for his departure beyond his personal and professional considerations. The CFO emphasized that the decision came after careful deliberation regarding his future plans.

Transition Process

In his formal resignation letter dated October 3, 2025, Gupta committed to ensuring a smooth transition of his responsibilities. He indicated his willingness to serve the notice period as per employment terms and provide necessary support during the handover process.

The resignation letter highlighted Gupta's appreciation for his tenure at Wakefit Innovations, stating it had been a privilege to serve as CFO and contribute to the company's financial leadership and governance. He expressed gratitude for the opportunity and extended wishes for the company's continued success and growth.

Regulatory Compliance

Wakefit Innovations has fulfilled its disclosure obligations by informing the stock exchanges about this change in key managerial personnel. The company's filing confirms that Gupta's resignation affects his position as senior management and key managerial personnel as defined under SEBI regulations and the Companies Act, 2013.

The resignation was acknowledged by the company's management, with confirmation that December 31, 2025, would serve as Gupta's last working day, or such other date as mutually agreed between the company and the departing CFO.

Wakefit Innovations Limited's Board of Directors approved comprehensive share capital restructuring and six key resolutions for shareholder approval through postal ballot during their meeting held on December 19, 2025. The sleep solutions company announced these developments following board decisions, with regulatory filings submitted to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI Listing Regulations.

Board Meeting Outcomes and Regulatory Compliance

The board meeting resulted in approval of multiple significant corporate actions requiring shareholder consent through postal ballot process. The company has filed the outcome with both stock exchanges and will publish the postal ballot notice with related documentation on its investor relations website at www.wakefit.co/investor-relations .

Share Capital Reclassification Resolution

The primary resolution seeks approval for reclassifying the company's authorized share capital structure while maintaining the total at ₹53,92,82,000. The restructuring involves converting all preference share categories into equity shares, simplifying the capital structure significantly.

Shareholders Agreement Provisions and Director Nominations

The board approved specific provisions from the Shareholders Agreement dated May 13, 2025, and its Amendment Agreement dated June 25, 2025. These provisions establish director nomination rights and upside arrangement mechanisms that survived the agreement's termination upon listing, based on latest BENPOS data dated December 17, 2025.

Director Nomination Framework

The approved provisions establish specific director nomination rights for key stakeholders under the surviving clauses of the shareholders agreement, with maximum board size set at 15 directors.

Articles of Association Amendments

The board approved insertion of two new articles in the company's Articles of Association. Article 102A addresses director nomination rights, while Article 168 establishes the Additional Promoter Consideration mechanism involving upside sharing arrangements between promoters and investors.

Postal Ballot Resolutions

The postal ballot notice includes six key resolutions requiring shareholder approval, including ESOP ratification and shareholders agreement provisions.

Employee Stock Option Plan Ratification

The postal ballot includes ratification of Wakefit Employee Stock Option Plan-2019 (ESOP 2019), which requires shareholder approval post-listing as per SEBI regulations. The plan allows granting up to 1,28,06,928 stock options to eligible employees with 87,42,352 options already granted.

The regulatory filing was signed by Company Secretary and Compliance Officer Surbhi Sharma (Membership No. A57349), ensuring compliance with all applicable listing regulations and disclosure requirements.