SonaSelection: Nuwal family holds three top board roles

SonaSelection’s Nuwal family holds the chairman, managing director and whole-time director roles on its six-member board ahead of listing. Subhash Chandra Nuwal, Uma Nuwal and Harshil Nuwal occupy three of six directorships, while the other three seats are held by non-executive independent directors appointed during 2025.

How concentrated is SonaSelection’s board leadership?

SonaSelection’s three non-independent board positions are held by the Nuwal family. Harshil Nuwal is managing director, Uma Nuwal is whole-time director, and Subhash Chandra Nuwal is chairman, non-executive and non-independent director. As of the red herring prospectus date, SonaSelection had six directors: one managing director, one whole-time director, one chairman and three non-executive independent directors.

The three family directors represent 50% of SonaSelection’s six-member board and hold all three non-independent seats. The prospectus identifies Subhash Chandra Nuwal as Uma Nuwal’s spouse and Harshil Nuwal as their son. It also identifies all three as promoters, while stating that the three independent directors do not have an interest in SonaSelection’s promotion or formation.

SonaSelection says its board and committees comply with requirements under the Companies Act, 2013 and the Securities and Exchange Board of India, or SEBI, Listing Regulations. The stated composition includes one woman director, Aditi Kakhani, among the three independent directors.

What links the Nuwal family to SonaSelection’s textile operations?

The Nuwal family’s leadership at SonaSelection follows their disclosed associations with Sona Processors (India) Limited. Subhash Chandra Nuwal has been a director of Sona Processors since 1993 and has more than 32 years of textile-industry experience. Uma Nuwal was associated with Sona Processors as a director from 1995 and has more than 26 years of administrative experience.

Harshil Nuwal has been a Sona Processors director since January 2011 and has more than 14 years of textile-industry experience. At SonaSelection, he is responsible for overall management, strategic planning, business development, procurement and operations. Uma Nuwal oversees administrative decisions, supervision of company functions and corporate social responsibility matters.

SonaSelection acquired a running manufacturing facility from Sona Processors on June 17, 2022 under a business transfer agreement. The Hamirgarh, Bhilwara facility was acquired as a going concern through a slump sale, meaning a business transfer for a lump-sum amount without separately assigning values to individual assets and liabilities. The net consideration was Rs 16.21 crore, and the transfer included assets, current and long-term liabilities, and retention of employees on the seller’s existing service terms.

The prospectus also records Sona Processors’ voluntary delisting on January 27, 2021 from the Delhi Stock Exchange and Jaipur Stock Exchange. The stated reason was removal of Sona Processors, an Exclusively Listed Company, from the BSE dissemination board under a 2016 SEBI circular; Sona Processors had not been relisted. Subhash Chandra Nuwal and Harshil Nuwal were directors of Sona Processors at that time.

When did SonaSelection appoint its independent directors?

SonaSelection assembled its three-member independent-director bench during 2025. Aditi Kakhani and Kanhaiya Lal Acharya became independent directors on January 18, 2025, while Kamlesh Kumar Choudhary was appointed on September 30, 2025. Kakhani and Acharya were regularised as non-executive independent directors on September 30, 2025 after their initial additional-director appointments.

Kakhani’s disclosed five-year term runs from January 18, 2025 to January 17, 2030. Acharya’s term runs from January 18, 2025 to January 18, 2030, and Choudhary’s from September 30, 2025 to September 29, 2030. All three appointments state that the directors are not liable to retire by rotation.

The three directors have different backgrounds disclosed in the prospectus. Kakhani is an associate member of the Institute of Company Secretaries of India with more than five years of corporate-governance and compliance experience. Acharya has more than seven years of experience in law, commerce and corporate governance, while Choudhary retired from Bank of Baroda as general manager after more than 39 years in banking and finance.

SonaSelection’s audit committee includes all three independent directors, with Acharya as chairperson, and Harshil Nuwal as a member. Its terms include oversight of financial reporting, review of quarterly, half-yearly and annual financial statements, review of related-party transactions, and review of funds raised through public or rights issues. The SEBI Listing Regulations will apply to SonaSelection immediately upon listing.

What remuneration did SonaSelection disclose for family directors?

SonaSelection reported Fiscal 2026 remuneration of Rs 1.425 crore for Harshil Nuwal and Rs 60 lakh for Uma Nuwal. The combined amount was Rs 2.025 crore, based on restated consolidated financial information. Subhash Chandra Nuwal received no compensation from SonaSelection during Fiscal 2025 and was not entitled to sitting fees, commission or remuneration as of the prospectus date.

Harshil Nuwal’s appointment runs for five years from February 3, 2025 to February 2, 2030, with approved annual remuneration of Rs 1.5 crore. Uma Nuwal’s appointment covers the same period and carries approved annual remuneration of Rs 60 lakh. Both terms allow salary revision based on a recommendation from the board or nomination and remuneration committee, if any.

The stated executive-director terms include provident fund and superannuation arrangements, gratuity under the Payment of Gratuity Act, 1972, leave encashment, a company vehicle with driver for official use, club membership and a one-time retirement benefit that may be decided by the board at retirement. SonaSelection states that no performance-linked bonus or profit-sharing arrangement exists for directors and that no contingent or deferred compensation accrued for Fiscal 2026.

Kakhani, Acharya and Choudhary are each entitled to sitting fees of Rs 4,000 per meeting and may receive commission or other amounts decided by the board under applicable rules. SonaSelection also states that its subsidiary had paid no remuneration to SonaSelection directors as of the prospectus date.

What governance provisions apply after listing?

SonaSelection says no special nominee, nomination or information rights granted to promoters or shareholders will continue after listing. Any special rights proposed after listing would require shareholder approval through a special resolution at the first general meeting held after listing. The prospectus also says there were no inter-se shareholder agreements or material clauses adverse to minority or public shareholders.

The articles of association permit SonaSelection to have between three and 15 directors, unless shareholders approve a higher number through a special resolution. The company has constituted an audit committee, nomination and remuneration committee, stakeholders’ relationship committee and corporate social responsibility committee under the Companies Act and SEBI Listing Regulations.

SonaSelection disclosed no loans to directors as of the prospectus date. It also said none of its six directors had been declared a wilful defaulter or fraudulent borrower, designated a fugitive economic offender, or prohibited by SEBI from accessing the capital market. These are disclosures about director status, rather than conditions that alter the family’s three-seat board representation.

Conclusion

SonaSelection approaches listing with an even split between three Nuwal family directors and three independent directors, but the family holds every top non-independent office. The structure combines the family’s experience at Sona Processors and the Rs 16.21 crore 2022 facility acquisition with a board where all three independent directors were appointed during 2025.

The disclosed appointments provide the next dates to watch: Harshil Nuwal and Uma Nuwal’s terms end on February 2, 2030, while independent-director terms end between January and September 2030. SonaSelection has also disclosed that executive salaries may be revised on board or nomination and remuneration committee recommendation, and that any new special rights after listing would need shareholder approval.