Aar Shyam India Acquisition Preferential Issue AGM

The Board meeting commenced at 04:00 PM and concluded at 08:30 PM on August 21, 2026.

1. Annual General Meeting Arrangements

Convening of 43rd Annual General Meeting on Monday, September 21, 2026 at 03:00 PM through Video Conferencing/audio visual mode
Deemed venue: Registered office at Space No. 920, Kirti Shikhar Building, District Centre, Janakpuri B-1, West Delhi, New Delhi, 110058
Appointment of Mr. Aakash Goel, Proprietor of G Aakash & Associates, Company Secretaries (Membership No. F14166, CP No. 21629) as scrutinizer
Register of Members and Share Transfer Books will remain closed from Tuesday, September 15, 2026 (09:00 AM IST) to Monday, September 21, 2026 (05:00 PM IST) for AGM purposes
Cut-off date for remote e-voting: Monday, September 14, 2026
Remote e-voting period: Friday, September 18, 2026 (09:00 AM) to Sunday, September 20, 2026 (05:00 PM)

2. Corporate Structure Changes

Alteration of existing Object Clause of Memorandum of Association, subject to member approval
Adoption of new Articles of Association conforming to Companies Act, 2013, subject to member approval
Proposal to shift Registered Office within NCT of Delhi from Janakpuri to City Centre Mall, South West Delhi, subject to member and regulatory approvals
Proposal to change company name from "Aar Shyam India Investment Company Limited" to "Avudari Engineering Limited" or other CRC-approved name

3. Financial Limits Enhancement

Increase borrowing limits under Section 180(1)(c): ₹400 crores standalone, ₹900 crores for company and subsidiaries/associates
Approval under Section 180(1)(a) for sale/lease/disposal of assets and creation of charges to secure borrowings
Increase limits under Section 186 for investments/loans/guarantees: ₹1,000 crores over prescribed limits

4. Acquisition and Preferential Issues

Acquisition of SVR Electro Projects Private Limited:

Acquisition of 100% equity shareholding of SVR Electro Projects Private Limited
Through issuance of up to 1,45,41,000 (One Crore Forty-Five Lakhs Forty-One Thousand) equity shares
Swap ratio: 4.847:1 (4.847 company shares for every 1 SVR share)
Consideration: Non-cash, share swap basis
Valuation by Anil Rustgi (IBBI/RV/05/2019/12313), Registered Valuer
SVR incorporation: June 20, 2014 (CIN: U82990TG2014PTC094563)
SVR registered office: Plot No. 20 SVR Peaks, Jayabheri Enclave, Gachibowli, K.V. Rangareddy, Seri Lingampally, Telangana, 500032
SVR financial performance:
FY 2025-26: Turnover ₹73.22 crores, PAT ₹4.94 crores
FY 2024-25: Turnover ₹54.04 crores, EBITDA ₹6.42 crores
FY 2023-24: Turnover ₹36.57 crores, EBITDA ₹4.45 crores
Business: Facility management, housekeeping, cleaning, sanitation, maintenance, staffing, recruitment, manpower outsourcing, security services, EPC and Renewable Energy
Expected completion: Within 12 months from member approval
Total acquisition value: ₹21,81,15,000

Preferential Allotment Details - Share Swap (Annexure II):

Allottees for SVR acquisition:
Radha Krishna Avudari: 1,03,24,110 shares (Non-Promoter)
Sudha Rani Avudari: 30,05,140 shares (Non-Promoter)
Srikanth Nagabhyru: 7,27,050 shares (Non-Promoter)
Subba Rao Bolla: 4,84,700 shares (Non-Promoter)
Post-allotment shareholding impact:
Radha Krishna Avudari: From 4,20,129 shares (14%) to 1,19,60,307 shares (53.22%)
Sudha Rani Avudari: From 0 to 30,05,140 shares (13.37%)
Srikanth Nagabhyru: From 0 to 7,27,050 shares (3.24%)
Subba Rao Bolla: From 0 to 4,84,700 shares (2.16%)

Preferential Issue for Cash (Annexure IV):

Issue of 49,33,333 (Forty-Nine Lakhs Thirty-Three Thousand Three Hundred Thirty-Three) equity shares
Issue price: ₹15 per share (₹10 face value + ₹5 premium)
Total amount: ₹7,39,99,995
15 allottees (all Non-Promoter):
Jhansi Sanivarapu: 12,00,000 shares (5.34% post-issue)
Naveen Babu Kommineni: 7,20,000 shares (3.20%)
Bhanupriya Manam: 5,33,333 shares (2.37%)
Tanikonda Giribabu: 4,20,000 shares (1.87%)
Shaik Mahammad Sohail: 4,00,000 shares (1.78%)
Boreddy Venkata Jatin Reddy: 3,00,000 shares (1.33%)
A V A Pavan Kumar: 3,00,000 shares (1.33%)
Chava Swetha Puttagunta: 2,75,000 shares (1.22%)
Lavanya S Kavitha: 2,75,000 shares (1.22%)
Shyam Prasad Reddy Mallemaala: 1,15,000 shares (0.51%)
Amarthaluri Rajani: 1,00,000 shares (0.44%)
Kandula Sudheer: 80,000 shares (0.36%)
Thotti Santosh Kumar Reddy: 50,000 shares (0.22%)
Neha Kankariya: 50,000 shares (0.22%)

5. Auditor Changes

Resignation of M/s. Garg Agrawal & Agrawal, Chartered Accountants (Firm Registration No. 016137N) effective August 21, 2026
Appointment of M/s. Viresh Verma & Co., Chartered Accountants (Firm Registration No. 026874N) as new Statutory Auditors
Term: Five consecutive years, subject to shareholder approval
Brief profile: Professionally managed firm providing audit, assurance, taxation, banking, financial advisory, and regulatory compliance services
No relationships with directors or key managerial personnel

6. Authorization

Authorization to Mr. Deepak Gautam, Company Secretary and Compliance Officer to arrange e-voting facilities with CDSL or NSDL