Welterman International Limited, a company engaged in manufacturing and industrial operations, announced on July 18, 2025, the resignation of Mr. Pradeep Ramjivan Goyal (DIN: 02798770) from the post of Independent Director of the Company.

In a corporate disclosure to the BSE and NSE, the Company confirmed that Mr. Goyal’s resignation is effective from the close of business hours on July 18, 2025, and is due to his inability to devote sufficient time to the company owing to other business commitments and engagements.

This announcement was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which governs the timely disclosure of events and information that may be material to the operations or governance of a listed company.

Disclosure Requirements Met by Company

As part of its obligations under Schedule III, Para A(7B) of Part A of the Listing Regulations and SEBI Master Circulars dated November 11, 2024 and December 31, 2024, the Company provided detailed information in its Annexure A to stock exchanges.

This included the following:

1. Name and DIN:

   • Mr. Pradeep Ramjivan Goyal

   • DIN: 02798770

2. Reason for Resignation:

   • Resigned from the position of Non-Executive Independent Director citing an inability to dedicate time due to professional and business obligations.

3. Effective Date of Resignation:

   • Close of business hours on July 18, 2025.

4. Other Board Positions:

   • Mr. Goyal confirmed he does not hold directorships in any other listed companies, nor is he a member of any board committees of listed entities.

5. Confirmation of No Other Material Reasons:

   • Mr. Goyal confirmed in writing that there are no material reasons for resignation other than those stated.

Contents of the Resignation Letter

Mr. Goyal submitted a formal resignation addressed to the Board of Directors of Welterman International Ltd.. In this letter, he thanked the Board for their support and mentioned:

“I am unable to devote time for my position as ID in Welterman International Limited due to other business commitments and engagements… I hereby tender my resignation from the post of Independent Director with immediate effect, i.e., from the close of business hours on July 18, 2025.”

He also requested the company to complete all formalities associated with his resignation, including filing with the Ministry of Corporate Affairs (MCA) and informing other relevant authorities.

Impact on the Board Structure

With this development, the board of Welterman International Ltd. will now have one less Independent Director. As per SEBI norms, every listed entity is required to have a certain number of independent directors to maintain proper corporate governance and oversight functions.

The Company is expected to evaluate and appoint a new Independent Director to comply with Regulation 17 of SEBI (LODR), 2015, which mandates that at least one-half of the board of directors of a listed entity should comprise non-executive independent directors when the chairperson is an executive director.

The appointment process may include:

• Recommendation from the Nomination and Remuneration Committee.

• Board approval.

• Filing with the MCA and exchanges.

• Public disclosure and intimation to shareholders.

Company Background and Recent Developments

Welterman International Limited is listed on both the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) under the scrip code 526431 (BSE) and VALUEIND (for related group companies).

Registered in Raigad, Maharashtra, and with an administrative office in Vadodara, Gujarat, the company operates in the engineering and manufacturing sector and has been actively pursuing corporate governance improvements following SEBI’s revised norms and circulars in recent years.

The resignation of Mr. Goyal marks a continuation of the trend where independent directors, especially in smaller listed entities, step down due to time and professional constraints, a point also noted in SEBI’s ongoing dialogue with the market regarding board accountability and effectiveness.

Regulatory Context – What Regulation 30 Requires

Regulation 30 of the SEBI (LODR) Regulations mandates timely disclosures by listed companies on all events that may materially impact the company or affect investors' decisions. These include:

• Resignation or appointment of key personnel (directors, KMPs).

• Changes in capital structure.

• Material events such as mergers, acquisitions, or insolvency proceedings.

For resignations of Independent Directors, SEBI further mandates:

• A confirmation that there are no other material reasons for the resignation.

• A detailed disclosure in the prescribed format, including the name of the director, DIN, reason, effective date, and board memberships in other listed entities.

Industry-wide Observations

In recent years, regulatory filings show a rise in resignation of independent directors citing time constraints or increased compliance load, especially in companies that are undergoing restructuring, insolvency, or transitioning from promoter-led to board-governed operations.

While Mr. Pradeep Goyal’s resignation does not point to any specific controversy or conflict, the company’s swift disclosure and inclusion of the resignation letter in public filings help assure transparency, which is crucial in retaining investor confidence.

What Happens Next

Following this resignation:

1. The Company is expected to:

   • Notify MCA via DIR-12 form.

   • Update its website and stock exchange disclosures.

   • Reconstitute its board or board committees, if affected.

2. The Board may consider identifying a new Independent Director with experience in industry governance, as part of the Nomination Committee's agenda in upcoming meetings.

3. Investors may track any further updates from Welterman International on upcoming AGM notices, director appointment proposals, or financial disclosures for the quarter ending June 30, 2025.

Conclusion

Mr. Pradeep Goyal’s resignation from Welterman International Ltd. is aligned with proper governance norms and disclosed transparently under SEBI’s Listing Regulations. While his exit creates a temporary vacuum in independent oversight, it also opens the opportunity for the company to bring in fresh boardroom expertise aligned with its long-term goals.

Stakeholders and investors are advised to stay tuned to further announcements regarding board restructuring or new appointments in the coming weeks.

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