S. K. Offset Limited built its IPO governance structure

S. K. Offset Limited assembled its IPO governance structure principally from December 2025 to August 2026, appointing three independent directors, constituting three board committees and changing finance and compliance leadership. The resulting six-member board was evenly split between executive and independent directors, although promoter-directors held 94.23% of pre-issue equity.

How was S. K. Offset’s board remade for the IPO?

S. K. Offset remade its board after converting from a private company to a public limited company on August 1, 2025. The company appointed three additional independent directors on December 1, 2025, regularised them on May 6, 2026 and redesignated its three promoter-directors on the same May date. As of the red herring prospectus date, the board had six directors, within its authorised minimum of three and maximum of 15 directors.

The executive side consists of Pradeep Agarwal as chairman and managing director, and Priyanshu Agarwal and Ayush Agarwal as whole-time directors. Pradeep Agarwal has been associated with S. K. Offset since February 2, 2007, while Priyanshu Agarwal and Ayush Agarwal have been directors since August 6, 2012. All three received five-year executive appointments effective May 6, 2026 and remain liable to retire by rotation.

The independent side was established through the December 1, 2025 appointments of Anuradha Singh, Tanishq Gakhar and Bhanu Pratap Singh. Each was appointed for five years from that date and regularised as an independent director on May 6, 2026. The transition also included the April 13, 2026 exits of Neelam Agarwal, Pallavi Agarwal and Nikita Agarwal from board roles.

The six seats create an equal numerical division between executive and independent directors, but the ownership position differs. The three promoter-directors held 51,05,764 equity shares, or 94.23% of pre-issue paid-up equity capital: Pradeep Agarwal held 53.54%, Priyanshu Agarwal 21.16% and Ayush Agarwal 19.53%. S. K. Offset states that its promoters will continue to hold a majority of post-issue paid-up equity capital.

Who holds authority and independence at S. K. Offset?

S. K. Offset formally separates executive management from non-executive independent oversight, while the executive group is also the controlling promoter group. Pradeep Agarwal is the father of Priyanshu Agarwal and Ayush Agarwal, who are brothers, according to the company’s related-person disclosure under Section 2(77) of the Companies Act, 2013.

The three independent directors bring different disclosed professional backgrounds. Anuradha Singh is a chartered accountant with more than four years of experience in financial, accounting and regulatory matters. Tanishq Gakhar is a company secretary with around two years of experience in secretarial due diligence, financial modelling and compliance, while Bhanu Pratap Singh is a company secretary and law graduate with approximately six years of corporate and regulatory experience.

S. K. Offset disclosed that none of its directors had been categorised as a wilful defaulter or fraudulent borrower by the Reserve Bank of India, or as a fugitive economic offender under the Fugitive Economic Offenders Act, 2018. The company also stated that no director was or had been on the board of a company whose shares were suspended during that directorship.

Members approved annual remuneration limits on May 6, 2026 of Rs 26.25 lakh for Pradeep Agarwal and Rs 22.50 lakh each for Priyanshu Agarwal and Ayush Agarwal. Independent directors may receive Rs 0.20 lakh for each board meeting and Rs 0.20 lakh for each committee meeting. Gross remuneration paid to the three executive directors was unchanged in the years ended 2024, 2025 and 2026 at Rs 21 lakh, Rs 18 lakh and Rs 18 lakh, respectively.

Which committees support S. K. Offset’s IPO governance structure?

S. K. Offset constituted its audit committee, stakeholders’ relationship committee and nomination and remuneration committee on May 8, 2026. Each has three members and was formed with reference to the Companies Act, 2013 and the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015, or SEBI LODR Regulations.

The audit committee is chaired by Anuradha Singh and includes Bhanu Pratap Singh and Priyanshu Agarwal. Its mandate includes reviewing financial statements, auditor independence, related-party transactions, internal financial controls and the use of funds raised through an issue. It must meet at least four times in a financial year, with no more than 120 days between meetings, and its quorum must include at least two independent directors.

The stakeholders’ relationship committee is chaired by Tanishq Gakhar, with Ayush Agarwal and Priyanshu Agarwal as members. It handles security-holder grievances including share transfers, transmission, duplicate certificates, annual reports and declared dividends. The committee must meet at least once each financial year and report quarterly to the board on shareholder-complaint redressal.

The nomination and remuneration committee is composed entirely of independent directors: Anuradha Singh chairs it, while Tanishq Gakhar and Bhanu Pratap Singh are members. Its duties include setting criteria for director qualifications and independence, evaluating the board and independent directors, and recommending senior-management remuneration. The committee must meet at least once in a financial year.

How did S. K. Offset change its key management team?

S. K. Offset appointed Kapil Kumar Gupta as chief financial officer on May 5, 2026, after he had joined its accounts and finance department as manager on January 30, 2025. His disclosed responsibilities include financial planning, reporting, cash-flow management and relationships with banks, financial institutions and investors.

The company secretary and compliance officer role changed twice during May 2026. Garima Bhaktiar was appointed on May 5, 2026 and resigned on May 11, 2026; Trupti Vats was appointed effective May 18, 2026. Vats has more than 10 years of post-qualification experience in corporate compliance, secretarial work and regulatory affairs, and is responsible for S. K. Offset’s secretarial, legal and compliance functions.

S. K. Offset also designated seven employees as senior management personnel on April 13, 2026, including its general manager, label-division plant head, human-resources head, key account manager and people and office coordinator. Aman Sharma, appointed as production planning control executive on July 7, 2026, became assistant plant head and senior management personnel on August 5, 2026.

The senior-management changes included two departures. Meenakshi resigned as assistant plant head and senior management personnel on August 1, 2026, while Aquib Shakeel ceased as senior management personnel on August 5, 2026. S. K. Offset states that all key managerial personnel and senior management personnel are permanent employees; apart from the three promoter-directors, none disclosed in that group held equity shares.

Conclusion

S. K. Offset’s governance structure was substantially put in place during the nine months from the December 1, 2025 independent-director appointments to the August 5, 2026 senior-management changes. The company now discloses a six-member board, three committees and designated finance and compliance officers, while promoter-directors retain 94.23% of pre-issue equity.

The next test is the operation of this framework after listing. S. K. Offset undertakes to take necessary steps to comply with the Companies Act, 2013 and applicable SEBI LODR Regulations; its audit committee must meet at least four times annually and its stakeholders’ relationship committee must provide quarterly complaint-redressal reporting to the board.