Paluck Technologies Limited formed all-independent committees

Paluck Technologies Limited formed its three board committees on July 31, 2025, after all three independent directors began five-year terms effective July 1, 2025. The Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee each have the same three non-executive independent directors, creating nine independent committee seats.

When did Paluck Technologies form all-independent board committees?

Paluck Technologies formed all three disclosed board committees through resolutions passed at a Board meeting on July 31, 2025. The company constituted an Audit Committee, a Nomination and Remuneration Committee, and a Stakeholders’ Relationship Committee, stating that each was constituted in accordance with the Companies Act, 2013 and Securities and Exchange Board of India, or SEBI, Listing Regulations.

The July 31, 2025 resolutions place the committee formation within a concentrated pre-listing governance process. Paluck Technologies said the SEBI Listing Obligations and Disclosure Requirements, or LODR, Regulations would apply immediately upon listing of its equity shares on the SME Platform of BSE. Until listing, several specified LODR governance provisions were not applicable because the issue was being made under Chapter IX of the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018.

Paluck Technologies nevertheless stated that it had complied with governance requirements concerning independent directors, including a woman director, and the constitution of the Audit Committee and Nomination and Remuneration Committee. The July 31 resolutions therefore established the disclosed committee structure before the stated listing trigger, rather than describing committees formed over earlier reporting periods.

Who are Paluck Technologies’ three independent directors?

Paluck Technologies’ three independent directors are Arun Kumar, Pallvi Sharma and Gopal Krishan, each appointed for a five-year term effective July 1, 2025 through June 30, 2030. The board had six directors as of the red herring prospectus date: one managing director, two executive directors and three independent directors, including one woman director.

The board-change table records the appointments of Arun Kumar, Pallvi Sharma and Gopal Krishan as independent directors on July 2, 2025, while their individual profiles state that each has served since July 1, 2025. The disclosure therefore identifies July 1 as the effective date of their terms and July 2 as the appointment date in the board-change table. Navin Katiyar was also recorded as appointed managing director on July 2, 2025.

Arun Kumar is a non-executive independent director with around 10 years of experience in corporate finance, accounting, taxation, regulatory compliance and initial public offering, or IPO, listing procedures. Pallvi Sharma is a fellow member of the Institute of Company Secretaries of India with more than five years of experience in secretarial practice, regulatory compliance, corporate governance, IPO advisory and listing disclosures. Gopal Krishan brings experience in electrical engineering, technical operations, quality control, compliance management and operational risk management.

Independent directors represented three of the six board seats, or one-half, at the prospectus date. The other three directors were Navin Katiyar as managing director, Sumit Kumar Bajaj as executive director and chief executive officer, and Praveen Kumar as executive director. Paluck Technologies disclosed that Navin Katiyar and Praveen Kumar are brothers.

How is Paluck Technologies’ Audit Committee structured?

Paluck Technologies’ Audit Committee is wholly independent, with Arun Kumar as chairperson and Pallvi Sharma and Gopal Krishan as members. The committee was constituted on July 31, 2025, and Paluck Technologies said it complies with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.

All three Audit Committee seats are held by non-executive independent directors, with no executive director on the committee. Its stated powers include investigating activities within its terms of reference, seeking information from employees, obtaining outside legal or professional advice, and securing attendance from external experts when necessary.

The Audit Committee’s remit includes oversight of financial reporting and disclosure, recommendations on auditor appointment and remuneration, review of financial statements, and approval or modification of related-party transactions. It is also required to review the use and application of funds raised through an issue, including funds used for purposes other than those stated in the offer document and reports submitted by any monitoring agency.

Under Regulation 18(2)(a) cited by Paluck Technologies, the Audit Committee must meet at least four times in a financial year. Its quorum is two members or one-third of the members, whichever is greater, and must include at least two independent directors. Because every member is independent, any two-member meeting satisfies the disclosed independence condition.

What do Paluck Technologies’ other committees oversee?

Paluck Technologies’ Nomination and Remuneration Committee is also composed solely of the three independent directors and is chaired by Gopal Krishan. Arun Kumar and Pallvi Sharma are members, and the committee was constituted on July 31, 2025 in stated compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations.

Its terms include setting criteria for director qualifications, positive attributes and independence; recommending remuneration policy; evaluating the board and independent directors; and developing a board-diversity policy. The committee must meet at least once in each financial year under Regulation 19(3A), and its quorum is two members or one-third of members, whichever is greater, including at least one independent director.

The Stakeholders’ Relationship Committee is chaired by Pallvi Sharma, with Arun Kumar and Gopal Krishan as members. Formed on July 31, 2025, it is stated to comply with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. Its functions cover share allotments, transfers, transmission, duplicate certificates and shareholder or investor grievances.

The Stakeholders’ Relationship Committee also oversees the registrar and share transfer agent, reviews complaints received directly by Paluck Technologies, and oversees implementation of the company’s code of conduct for prevention of insider trading. Regulation 20(3A), as cited in the prospectus, requires the committee to meet at least once each financial year. Identical membership across the three committees assigns the formal committee workload to the same three independent directors.

Conclusion

Paluck Technologies built its disclosed independent oversight architecture in July 2025: the three independent directors began terms effective July 1, and all three committees were constituted on July 31. The result is a six-member board in which independent directors hold one-half of board seats and all nine seats across the Audit, Nomination and Remuneration, and Stakeholders’ Relationship Committees.

The next disclosed governance milestone is listing of Paluck Technologies’ equity shares on BSE’s SME Platform, when the SEBI LODR Regulations will apply immediately. The subsequent disclosures to watch are the committee meetings required under the cited regulations, including at least four Audit Committee meetings in each financial year and at least one annual meeting for each of the other two committees.