Chandra Prabhu International Ltd

CHANDRA PRABHU INTERNATIONAL LIMITED — Closure of trading window from October 01, 2026 till 48 hours after the declaration of unaudited standalone financial results for the quarter and half year ended September 30, 2026

CEO Appointment

• Type of change: Appointment of Chief Executive Officer.
• Name and designation: Mr. Vatsal Jain, Chief Executive Officer.
• Effective date: September 16, 2026; term: 5 years.
• Reason for change: CEO position vacant; MD requires support for day-to-day operations.
• Profile: MSc in Management from Georgetown; BBA in Finance from NMIMS.
• CFA candidate; has cleared all three CFA levels.
• Investment banking experience with Zanskar Advisors Private Limited.
• Former Strategy Analyst and Head of Strategy (Agri Division) at CPIL.
• Related-party disclosure: grandson of MD Gajraj Jain; son of promoter Sheetal Jain.

Independent Director Re-Appointment

• Re-appointment of Tilak Raj Goyal as Independent Director (not liable to retire by rotation) for five years.
• Effective June 25, 2026 to June 24, 2031.
• Board approved the re-appointment on May 25, 2026.
• Shareholders approved via special resolution at AGM on August 31, 2026.
• Profile: 63-year-old Chartered Accountant and Insolvency Professional with 40+ years' experience.
• Directorship: ESCV Consulting Services Pvt. Ltd.
• Not related to any other directors.
• Not debarred by SEBI or any authority.
• The prior term expired on June 24, 2026.

AGM Details

• Date and time: 31 August 2026, 11:30 AM, held via VC/OAVM.
• Total shareholders on cut-off: 8,259.

Key Resolutions

• Ordinary Resolution: Adopt standalone audited financial statements for year ended 31 March 2026.
• Special Resolution: Re-appoint Independent Director.
• Ordinary Resolution: Appoint Branch Auditors.

Voting Results

• Resolution 1 passed; 99.995% in favour.
• Resolution 2 passed; 99.993% in favour.
• Resolution 3 passed; 99.994% in favour.

Appointment: Vandana Singh as Additional Director

• Appointed Vandana Singh as Additional Director (Non-Executive Non-Independent) for five years.
• Term: Aug 31, 2026 to Aug 30, 2031, subject to shareholders' approval.
• Reason: fill vacancy from cessation of Hemlata Jain and meet SEBI LODR requirements.
• Profile: HR and Administration expert with experience in people management and organizational development.
• Disclosure: Vandana Singh not related to other directors.
• Affirmation: not debarred from holding director office.

Committee reconstitution

• Re-constitution of NRC, SRC, and CSR committees approved.
• NRC: Mishra as Chairman; Goyal and Tilak Raj Goyal as Members.
• SRC: Mishra as Chairman; Goyal as Member; Gajraj Jain as Member (Executive Director).
• CSR: Jain as Chairman; Mishra and Goyal as Members.
• Effective date: August 31, 2026.

Director cessation

• Change: cessation of Hemlata Jain as Director (Non-Executive, Non-Independent Woman Director).
• Effective date: August 31, 2026 (date of AGM).
• Reason: end of term; rotational director unwilling to seek reappointment.
• Relationship: wife of Mr. Gajraj Jain, Chairman & MD.

AGM details

• AGM held on 31 Aug 2026 via VC/OAVM; 11:30 AM to 12:27 PM; record date 24 Aug 2026.

Key resolutions

• Adopt standalone audited financial statements for year ended 31 March 2026 (ordinary resolution).
• Re-appointment of Tilak Raj Goyal as Independent Director (special resolution).
• Appointment of Branch Auditors of the company (ordinary resolution).

Voting results

• Voting results to be submitted within 2 working days.

Director changes

• Hemlata Jain to cease as Director on term completion; not seeking re-appointment.

Auditor appointments

• Branch Auditors appointment proposed via ordinary resolution.

AGM details

• AGM scheduled for 31 August 2026 at 11:30 IST via Video Conferencing/OAVM.
• E-voting cut-off date fixed as 24 August 2026.

AGM Details

• AGM date/time/mode: 31 Aug 2026 at 11:30 IST, via VC/OAVM.
• Record date for voting: 24 August 2026.
• Remote e-voting: 27-30 August 2026 (9:00 AM–5:00 PM).
• Notice and Annual Report available on cpil.com.
• AGM conducted through VC/OAVM per MCA/SEBI guidelines.

Resolutions Proposed

• Adopt Standalone Audited Financial Statements and reports.
• Special Resolution: Re-appoint Tilak Raj Goyal as Independent Director.
• Ordinary Resolution: Appointment of Branch Auditors; remuneration fixed.

Dividend

• Dividend for 2025-26 not recommended.

Director Changes

• Hemlata Jain retires by rotation; not seeking re-appointment.
• Tilak Raj Goyal re-appointed as Independent Director for a second term.

Auditor Appointments

• Branch Auditors to be appointed; board authorized to finalize and fix remuneration.
• Statutory Auditors to continue until the 42nd AGM (2027).

Material Related Party Transactions

• RPTs include rent to related party and loans from related parties.
• Salaries to KMP and sitting fees paid; all at arm's length.
• RPT disclosures approved by Audit Committee; reported in Form AOC-2.

Other Material Approvals

• CSR not applicable; no CSR expenditure for the year.