Nature of the Event

Regulatory filing pursuant to Regulation 30 of SEBI LODR Regulations, 2015, notifying the BSE Limited about the 42nd Annual General Meeting (AGM) and book closure period.

Key Dates and Logistics

  • The 42nd Annual General Meeting will be held on Wednesday, 16 September 2026 at 11:00 AM at the company's registered office: S-524, First Floor, Vikas Marg, Shakarpur, Delhi - 110092.
  • The Register of Members and share transfer books will be closed from Wednesday, 09 September 2026 to Tuesday, 16 September 2026 (both days inclusive) for determining members eligible to vote.
  • The remote e-voting period begins on Saturday, 12 September 2026 at 09:00 AM and ends on Tuesday, 15 September 2026 at 05:00 PM.
  • Mr. Sandeep Kumar Singh (Membership No. 511685), a Practicing Chartered Accountant, has been appointed as the Scrutinizer for the e-voting process.

Agenda Items for Shareholder Approval

Ordinary Business

1. Adoption of Audited Financial Statements

  • To receive, consider, and adopt the Audited Financial Statement of the Company for the financial year ended 31st March 2026, together with the reports of the Board of Directors and Auditors thereon.

2. Re-appointment of Director

  • To re-appoint Mr. Atul Kumar Agarwal (DIN: 00022779), who retires by rotation and is eligible for re-appointment.

Special Business

3. Increase in Authorized Share Capital

  • To increase the Authorized Share Capital of the Company from the existing ₹5,00,00,000 (Rupees Five Crores) divided into 5,00,00,000 equity shares of ₹1 each to ₹12,00,00,000 (Rupees Twelve Crores) divided into 12,00,00,000 equity shares of ₹1 each.
  • This represents an increase of ₹7,00,00,000 (Rupees Seven Crores) by adding 7,00,00,000 equity shares.
  • The new shares will rank pari-passu with existing equity shares.
  • Requires consequential alteration of Clause V of the Memorandum of Association.

4. Preferential Issue of Convertible Warrants

  • To issue, on a preferential basis, 6,00,00,000 convertible warrants aggregating to INR 6,00,00,000 (₹6 Crores) to four non-promoter entities.
  • Each warrant carries the right to subscribe to one fully paid-up equity share of face value ₹1 each at an issue price of INR 1.00 at par per warrant.
  • The allottees and their proposed allotment are:
  • Amrabathi Investra Private Limited: 1,50,00,000 warrants (₹1.50 Cr)
  • Masatya Technologies Private Limited: 1,50,00,000 warrants (₹1.50 Cr)
  • Vardan Ceqube India Investment Fund: 1,50,00,000 warrants (₹1.50 Cr)
  • Panafic Industrials Limited: 1,50,00,000 warrants (₹1.50 Cr)
  • Upon full conversion, these allottees would hold 13.64% each of the post-issue equity share capital on a fully-diluted basis.
  • The Relevant Date for determining the floor price is 14 August 2026.

Key Terms of the Warrants:

  • 25% of the issue price (₹0.25 per warrant) is payable upon allotment.
  • The balance 75% (₹0.75) is payable upon conversion before the expiry of 18 months from the date of allotment.
  • Warrants are convertible into equity shares within 18 months from the date of allotment.
  • If not converted, warrants lapse and the 25% advance is forfeited.
  • If the 75% balance is paid but no conversion notice is received, warrants are mandatorily converted upon expiry of the 18-month period.
  • Warrants and the resultant equity shares are subject to a lock-in as per SEBI ICDR Regulations.
  • The equity shares will be listed on BSE.
  • The objective of the issue is to raise funds for strengthening the financial position, working capital, and general corporate requirements.
  • A valuation report has been obtained from Mr. Amit Kumar (IBBI Registration No. 12492).

5. Approval for Related Party Transactions

  • To grant omnibus approval for material related party transactions for the period 1st April 2026 to 31st March 2027.
  • The maximum value per transaction with any related party shall not exceed ₹5 Crores.
  • The related parties listed for these transactions are:

1. Svam Software Limited

2. Aether Capital Private Limited

3. Tridev Infraestates Limited

4. Aglow Financial Services Private Limited

5. Sarnimal Investment Limited

6. Chrishmatic Developers Private Limited

7. Midas Global Securities Private Limited

8. Any other related parties not mentioned herein

  • The nature of transactions includes availing/rendering services, buying/selling property, giving/taking Inter-Corporate Deposits (ICDs), creation of charges, and payment of interest on ICDs.

Financial and Capital Structure Impact

  • The preferential issue has a potential capital inflow of ₹6 Crores.
  • Full conversion of warrants would result in the issuance of 6,00,00,000 new equity shares, causing significant dilution.
  • The increase in authorized capital is a prerequisite to accommodate this new issuance.
  • The financial impact of the related party transactions is contingent and subject to individual contracts, capped at ₹5 Crores per transaction.

Governance and Voting Information

  • The company provides detailed instructions for remote e-voting through CDSL and NSDL systems.
  • Shareholders holding shares as of the record date, 09 September 2026, are entitled to vote.
  • A proxy form is provided for members unable to attend the meeting in person.