BSEAGM/EGM3d ago · 17 Aug 2026, 05:33 pm

Postal Ballot Notice for seeking approval of Members of the Company for Material Related Party Transaction with Kaygee Laboratories Private Limited

Resonance Specialties Ltd-$ · 524218

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Resonance Specialties Ltd has announced a postal ballot notice seeking approval from members for a material related party transaction with Kaygee Laboratories Private Limited for the purchase of KLPL's manufacturing facility for Rs. 29.98 crores on slump sale basis.

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Earnings Impact5/10
Growth Catalyst3/10
Governance Concern6/10
Regulatory Risk2/10
Balance Sheet Risk4/10
Liquidity Impact5/10
Market Sentiment5/10

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Resonance Specialties Ltd-$ - 524218 - Shareholder Meeting / Postal Ballot-Notice of Postal Ballot

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August 17, 2026 BSE Limited, P J Towers, Dalal Street, Fort, Mumbai- 400001. BSE Scrip Code 524218 Dear Sir/ Madam, Sub: Notice of Postal Ballot We are enclosing herewith Postal Ballot Notice (“Notice”) seeking the approval of the members of the Company for the following ordinary resolution to be passed as set out in the attached Postal Ballot Notice dated August 4, 2026: Ordinary Resolution: 1. Material Related party transaction with Kaygee Laboratories Private Limited (“KLPL”) for purchase of KLPL’s manufacturing facility situated at Mandideep, alongwith leasehold land, buildings, plant & machineries, licenses, permits, along with employees, etc. for a consideration of Rs. 29.98 crores on slump sale basis. The Notice is also available on the website of the Company at www.resonancesl.com and would also be available on the website of the Adroit Corporate Services Pvt Ltd at www.adroitcorporate.com. This Postal Ballot Notice is being dispatched on Tuesday, August 18, 2026 to the shareholders of the Company as on cut-off date i.e. Friday, August 14, 2026. You are requested to kindly take this on record. Thanking you, Yours Faithfully For Resonance Specialties Limited Vaibhavi Shah Company Secretary & Compliance Officer ACS72229 Encl: a/a Resonance Specialties RESONANCE SPECIALT IES LIMITED Regd. Office: Plot No. 54-D, Kandivli Industrial Estate, Kandivli West, Mumbai-400067 Phone: 022-6210 6053 Email Id: investors@resonancesl.com Website: www.resonancesl.com CIN: L25209MH1989PLC051993 NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014] Dear Member(s), NOTICE is hereby given pursuant to Section 108, Section 110, Section 118(10) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration), Rules, 2014 ("Rules"), as amended from time to time read with Ministry of Corporate Affairs ("MCA") General Circular Nos. 14 and 17/2020 dated 8th April 2020 and 13th April 2020 and Circular No. 03/2025 dated 22nd September 2025, as applicable (hereinafter collectively referred to as "MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ("SS-2"), read with General Circulars issued by the Securities and Exchange Board of India ("SEBI") from time to time (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to other applicable laws, rules and regulations for seeking consent/ approval of members of the Company through Postal Ballot only by voting through electronic means ("remote e-voting") for: Material Related party transaction with Kaygee Laboratories Private Limited ("KLPL") for purchase of KLPL's manufacturing facility situated at Mandideep, Madhya Pradesh alongwith leasehold land, buildings, plant & machineries, licenses, permits, along with employees, etc. for a consideration of Rs. 29.98 crores on slump sale basis. An Explanatory Statement pursuant to Sections 102 read with Section 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. In compliance with Regulation 44 of the Listing Regulations as amended, SS-2 and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only toe-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company/depository participant(s). The details of the procedure to cast the vote form part of the Notes to this Notice. The Notice is also available on the website of the Company at www.resonancesl.com. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed Mr. Alok Khairwar (FCS No. 10031, CP 12880) or failing him Mr. Rajkumar Gupta (ACS No. 43015, CP 18582) of M/s. Alok Khairwar & Associates, Practising Company Secretaries, as Scrutinizer for conducting the Postal Ballot only through remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and be available for the said purpose. The remote e-voting facility will be available during the following period: Commencement of remote e-voting period 9.00 a.m. IST on Thursday, 20th August 2026 Conclusion of remote e-voting period 5.00 p.m. IST on Friday, 18th September 2026 The Company has appointed National Securities Depository Limited ("NSDL") for providing/facilitating remote e-voting to enable the Members to cast their votes electronically. The instructions for remote e voting are appended to this Postal Ballot Notice. The Scrutinizer will submit the report to the Chairman of the Company or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced within 2 working days from the conclusion of e-voting. The said results along with the Scrutinizer's Report would be intimated to BSE Limited ("BSE") where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website www.resonancesl.com and on the website of NSDL https://www.evotinq.nsdl.com. In the event the resolution is passed by requisite majority, the date of passing the resolution shall be deemed to be Friday, 181h September 2026 viz., last date specified by the Company fore-voting. SPECIAL BUSINESS: Material Related party transaction with Kaygee Laboratories Private Limited ("KLPL") for purchase of KLPL's manufacturing facility situated at Mandideep, alongwith leasehold land, buildings, plant & machineries, licenses, permits, along with employees, etc. for a consideration of Rs. 29.98 crores on slump sale basis. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to Regulation 23(4) read with Regulation 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), the applicable provisions of the Companies Act, 2013 ("Act") read with related rules, other applicable laws/statutory provisions, if any, each as amended from time to time (including any statutory modification, amendment or re- enactment thereof for the time being in force) and the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and based on the prior approval of the Audit Committee and the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors of Company to enter into contract(s)/arrangement(s)/transaction(s) with Kaygee Laboratories Private Limited rKLPL" ),a related party of the Company within the meaning of Section 2(76) of the Act and under Regulation 2{l)(zb) of the Listing Regulations, more specifically set out in the explanatory statement to this resolution and on the material terms and conditions set out there in for purchase of KLPL's manufacturing facility being and situated at Plot No. 6, New Industrial Area - II, Mandideep, Dist Raisen - 462046, Madhya Pradesh alongwith all rights, title and interest in the leasehold land, factory buildings, plant & machineries, licenses, permits, along with employees, etc. with respect to the said manufacturing facility from KLPL on a slump sale basis, subject to necessary approvals, for a lumps [Showing first 8,000 characters — download PDF for full document]