Three independent directors exit; board rejigs committees and signs two MOUs
Board meeting on 22 Oct 2026 took note of resignation of three Non-Executive Independent Directors w.e.f. 21 Oct 2026, approved reconstitution of the Audit, Nomination & Remuneration and Stakeholder Relationship Committees.
By ScoutQuest · · 3 min read
- Board Meeting Date
- 22 Oct 2026
- Independent Director Resignations
- resignation of three Non-Executive Independent Directors w.e.f. 21 Oct 2026
- MOU Acquisition Stake
- up to 100% of the fully diluted equity share capital of DMNPL through a share swap and/or equity issuance
What the board approved
The board met on Thursday, October 22, 2026, from 04:00 p.m. to 4:30 p.m., and approved a set of items covering board composition, two agreements and the company's registered office.
Who stepped down
- The board took note of the resignation of three Non-Executive Independent Directors with effect from October 21, 2026: Ms. Swati Jain, Mr. Kanwar Nitin Singh and Mr. Lovish Kataria.
- All three exits carry the same effective date, a day before the meeting.
Committee reshuffle
- With effect from October 21, 2026, the Audit Committee is chaired by Mr. Mohit Lochan, with Mr. Indrajeet Pradhan and Ms. Ritika Bachhawat as members.
- The Nomination & Remuneration Committee is chaired by Mr. Indrajeet Pradhan, with Mr. Mohit Lochan and Ms. Ritika Bachhawat as members.
- The Stakeholder Relationship Committee is chaired by Mr. Mohit Lochan, with Mr. Indrajeet Pradhan and Ms. Ritika Bachhawat as members.
- The same three names sit on all three committees, with the chair moving between Mr. Lochan and Mr. Pradhan.
Proposed association with Dream Media Network
- The board approved execution of a Memorandum of Understanding with Dream Media Network Private Limited (DMNPL) to explore a potential strategic association.
- It contemplates acquisition of up to 100% of the fully diluted equity share capital of DMNPL through a share swap and/or equity issuance, based on the valuation report of the independent valuer.
- Consideration would be discharged by issue and allotment of equity shares of the company to DMNPL shareholders (or their nominees), at a swap ratio derived from that valuation.
- The company would have the right to nominate directors on DMNPL's board in proportion to its shareholding.
- Even where its shareholding is below majority, it would enjoy affirmative rights equivalent to 100% control over reserved matters such as alteration of capital structure, related party transactions, change in business line, borrowings beyond agreed limits, merger or divestment, and appointment or removal of key managerial personnel.
- The 100% stake is linked to financial performance benchmarks, operational growth metrics, and regulatory and statutory compliance track record.
- The term sheet stays valid for three (3) months from execution unless extended by mutual written consent, and DMNPL cannot engage with third parties on a competing transaction without prior written consent.
- It is non-binding except for confidentiality, exclusivity, governing law and dispute resolution; completion depends on statutory approvals, due diligence and definitive agreements.
Gold and jewellery trading MOU
- A second MOU with Alvora Jewels and Gems Private Limited covers purchase and sale of gold, bullion, precious metals, jewellery, metal bars, coins and related products.
- Prices are to be agreed mutually, taking into account market price, purity, quantity, making charges, premiums and discounts.
- Neither party is obliged to undertake any minimum quantity or value of transactions unless specifically agreed in writing.
Registered office
- The registered office moves from Rohini, New Delhi to D-4, Basement, Jangpura Extension, South Delhi, within the local limits of ROC Delhi I, with immediate effect.
What a retail investor can track
- Whether definitive share swap or share subscription and shareholders' agreements follow within the MOU's three-month window.
- The independent valuation, which will decide how many shares are issued and therefore any dilution for existing holders.
- How the board and its committees settle after three independent directors exit on the same date.
Also from Adishakti Loha and Ispat
Board approves MOU with Alvora Jewels for gold and jewellery trade; three independent directors resign
22 Oct 2026
Board approves MOU to explore up to 100% stake in Dream Media via share swap; three independent directors resign
22 Oct 2026
Board approves MOUs with Dream Media Network and Alvora Jewels; 3 independent directors resign
22 Oct 2026
More numbers
- Stake in DMNPL contemplated under the MOUup to 100%
- Affirmative rights equivalent to control over reserved matters100%
- Validity of the term sheet from executionthree (3) months
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