AGM Details

The 43rd Annual General Meeting will be held on Monday, September 21, 2026 at 03:00 P.M. at Space No. 920, Kirti Shikhar Building, District Centre, Janakpuri B-1, West Delhi, New Delhi, India, 110058.

Record Date and Book Closure

The Register of Members and Transfer Books will remain closed from September 15, 2026 to September 21, 2026 (both days inclusive) for the AGM. The cut-off date (record date) is fixed as September 14, 2026.

E-Voting Details

E-voting will commence on Friday, September 18, 2026 at 09:00 A.M. and end on Sunday, September 20, 2026 at 05:00 P.M. (both days inclusive).

Ordinary Business

1. To receive, consider and adopt the Audited Standalone Financial Statements for the Financial Year ended March 31, 2026, including Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, and reports of Board of Directors and Auditors.

Special Business Resolutions

2. Appointment of Statutory Auditor
  • 2a. To fill casual vacancy: Appointment of M/s. Viresh Verma & Co., Chartered Accountants (ICAI Firm Registration No. 026874N) to fill the casual vacancy caused by resignation of M/s. Garg Agrawal & Agrawal, effective from August 21, 2026 until conclusion of the 43rd AGM.
  • 2b. Regular appointment: Appointment of M/s. Viresh Verma & Co. for a term of five consecutive years from conclusion of this AGM until conclusion of the 48th AGM in 2031.
  • Proposed remuneration: ₹1,00,000 plus applicable taxes and out-of-pocket expenses for FY 2026-27.
3. Alteration of Memorandum of Association Object Clause

Proposed substitution of existing Clause 3(a) and 3(b) with new objects covering:

  • Renewable energy projects (solar, wind, hybrid, battery storage)
  • Facility management, cleaning, housekeeping, sanitation services
  • Consultancy, engineering, procurement, construction services
  • Technology-enabled platforms and digital marketplaces
  • Civil engineering and construction works
  • Various ancillary business activities
4. Adoption of New Articles of Association

Substitution of existing Articles of Association with new set containing regulations in conformity with Companies Act, 2013.

5. Increase in Borrowing Limits

Increase borrowing limits under Section 180(1)(c) to ₹400 Crores for standalone company and ₹900 Crores for company with subsidiaries/associates.

6. Creation of Mortgage/Charge on Assets

Approval under Section 180(1)(a) for creation of mortgage/charge on company assets to secure borrowings up to the approved limits.

7. Increase in Investment/Loan/Guarantee Limits

Increase limits for making investments, extending loans, and giving guarantees under Section 186 to ₹1000 Crores over and above statutory limits.

8. Preferential Issue for Acquisition of SVR Electro Projects
  • Acquisition: 100% acquisition of SVR Electro Projects Private Limited through share swap
  • Consideration: Issue of 1,45,41,000 equity shares at ₹15 per share (total ₹21,81,46,905)
  • Swap ratio: 4.847 shares of Aar Shyam for 1 share of SVR
  • Allottees:
  • Radha Krishna Avudari: 1,03,24,110 shares (to become Promoter)
  • Sudha Rani Avudari: 30,05,140 shares (to become Promoter Group)
  • Srikanth Nagabhyru: 7,27,050 shares (to become Promoter Group)
  • Subba Rao Bolla: 4,84,700 shares (Non-Promoter)
  • Open Offer: Triggered under SEBI SAST Regulations due to change in control
  • SVR Business: Diversified infrastructure and renewable energy company with order book of approximately ₹1,436 Crore
  • Lock-in: Shares subject to lock-in as per SEBI ICDR Regulations
9. Preferential Issue for Cash Consideration
  • Issue size: 49,33,333 equity shares at ₹15 per share, aggregating ₹7,39,99,995
  • Utilization:
  • ₹5,90,00,000 for investment in SVR (loan repayment and plant & machinery)
  • ₹1,49,99,995 for general corporate purposes
  • Allottees: 15 non-promoter individuals receiving shares ranging from 50,000 to 12,00,000 shares each
  • Lock-in: Shares subject to lock-in as per SEBI ICDR Regulations
10. Appointment of Ms. Perla Pavani as Director

Regularization of Ms. Perla Pavani (DIN: 11013729) as Director liable to retire by rotation.

11. Appointment of Ms. Perla Pavani as Managing Director

Appointment as Managing Director for 3 years from May 14, 2026 at remuneration of ₹50,000 per month.

12. Appointment of Ms. Pooja Manish Pandey as Independent Director

Appointment as Non-Executive Independent Director for 5 years from May 20, 2026.

13. Shifting of Registered Office

Shifting from current location in ROC Delhi-II jurisdiction to new location in ROC Delhi-I jurisdiction.

14. Change of Company Name

Change from "Aar Shyam India Investment Company Limited" to "Avudari Engineering Limited".

Financial Impact

  • Acquisition consideration: ₹21,81,46,905 via share issuance
  • Cash preferential issue: ₹7,39,99,995
  • Borrowing limits increase: ₹400 Crores (standalone), ₹900 Crores (consolidated)
  • Investment limits increase: ₹1000 Crores

Capital Structure Impact

  • Pre-issue capital: 30,00,000 equity shares
  • Post-issue capital: 2,24,74,333 equity shares (including both preferential issues)
  • Dilution: Significant dilution to existing shareholders
  • Change in control: New promoters acquiring controlling stake through SVR acquisition and open offer

Parties Involved

  • Acquisition target: SVR Electro Projects Private Limited
  • Auditors: M/s. Viresh Verma & Co.
  • Scrutinizer: CS Aakash Goel (C.P No.21629)
  • Registered Valuer: Anil Rustgi (IBBI/RV/05/2019/12313)

#AGM #PreferentialIssue #M&A #CorporateRestructuring #SEBIDisclosure