Board Meeting Details

The meeting commenced at 03:30 PM and concluded at 06:30 PM on Monday, August 10, 2026.

Key Decisions Approved

1. Alteration of Objects and New Memorandum of Association

The Board approved altering the company's main object clause and adopting a new Memorandum of Association as per Companies Act, 2013, subject to shareholder approval. The new objects include:

  • Aviation and airline services including scheduled/non-scheduled air transport, drones, and UAVs
  • Aviation academies and training institutions
  • Airport development, operation, and management
  • Research, design, development, and manufacturing of aircraft, drones, eVTOL aircraft, and aerospace systems
  • Defence equipment, military aircraft, unmanned systems, and surveillance systems manufacturing
  • Industrial commercial explosives, ammunition, and energetic materials
  • Scientific research and technology development in aviation, aerospace, and defence
  • Infrastructure projects including airports, aerospace parks, industrial estates, and transportation facilities

The existing Memorandum based on Companies Act, 1956 will be replaced with a new set aligned with Companies Act, 2013.

2. New Articles of Association

The Board approved adopting a new set of Articles of Association in substitution of the existing Articles, subject to shareholder approval. The new AOA is based on Table F of Companies Act, 2013 with bespoke regulations for company management.

3. Increase in Authorized Share Capital

The Board approved increasing the authorized capital from ₹13,50,00,000 (13.5 crore equity shares of Re. 1 each) to ₹50,00,00,000 (50 crore equity shares of Re. 1 each) by creating additional equity share capital of ₹36,50,00,000 (36.5 crore equity shares). This requires amendment to Clause V of the Memorandum of Association, subject to shareholder approval under Sections 13 and 61 of Companies Act, 2013.

4. Preferential Issue of Equity Shares

The Board approved raising funds through preferential issuance of up to 3,20,00,000 (3.2 crore) fully paid-up equity shares of face value Re. 1 each at an issue price of ₹1.53 per share, aggregating up to ₹4,89,60,000. The allottees are:

  • Sanjay Natvarlal Mandavia: 3,19,00,000 shares (currently Non-Promoter, to become Promoter)
  • Rupal Sanjay Mandavia: 1,00,000 shares (currently Non-Promoter, to become Promoter)

This preferential issue triggers an obligation under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 for the acquirers to make an open offer. Post-completion, Sanjay and Rupal Mandavia will be classified as Promoters of the company, resulting in substantial acquisition, change in control and management.

Post-allotment shareholding (assuming no warrant conversion):

  • Sanjay Natvarlal Mandavia: 3,24,25,000 shares (22.76% from 0.48%)
  • Rupal Sanjay Mandavia: 32,64,004 shares (2.29% from 2.86%)

The company currently has no identifiable promoter or promoter group. Consideration will be in cash.

5. Preferential Issue of Convertible Warrants

The Board approved issuing up to 29,48,00,000 (29.48 crore) fully convertible warrants of face value Re. 1 each at an issue price of ₹1.53 per equity share, aggregating up to ₹45,10,44,000. Each warrant converts into one equity share exercisable in one or more tranches within 18 months from allotment date.

25% of the warrant issue price payable upfront on allotment, balance 75% payable on conversion. Conversion will occur only after 10 working days from completion of the open offer period under SEBI (SAST) Regulations.

The 24 allottees with their warrant allocations:

1. Rupal Sanjay Mandavia: 10,00,00,000 warrants

2. Kripa Bhargav Mandavia: 50,00,000 warrants

3. Ruchir Mandavia: 50,00,000 warrants

4. Pushti Mitul Mandavia: 50,00,000 warrants

5. Bhakti Mitul Mandavia: 50,00,000 warrants

6. Vikesh Govind Rathod: 60,00,000 warrants

7. Jubin Jyotindra Shah: 25,00,000 warrants

8. Pushpa Jubin Shah: 25,00,000 warrants

9. Lokesh Ashok Kabra: 24,00,000 warrants

10. Krishna Lalit Kabra: 1,52,00,000 warrants

11. Jugal Jankilal Kabra: 8,00,000 warrants

12. Ashok Jankilal Kabra: 8,00,000 warrants

13. Minal Kabra: 20,00,000 warrants

14. Navneet Kailashchandra Kabra: 20,00,000 warrants

15. Monika Bhutra: 8,00,000 warrants

16. Pushpa L Kabra: 10,00,000 warrants

17. Onkarnath Amarnath Khandelwal: 80,00,000 warrants

18. Chitranshi Yadav: 8,00,000 warrants

19. Adcon Capital Services Limited: 3,00,00,000 warrants

20. Aneerudh Dhingra: 50,00,000 warrants

21. Sarthak Dhingra: 50,00,000 warrants

22. Puneet Bhalla: 1,00,00,000 warrants

23. Anupam Stock Broking Pvt Ltd.: 4,00,00,000 warrants

24. Mukesh Jethalal Gala HUF: 4,00,00,000 warrants

Post-conversion shareholding on fully diluted basis (43,72,90,900 total paid-up capital):

  • Rupal Sanjay Mandavia: 10,32,64,004 shares (23.61% from 2.86%)
  • Other allottees would hold significant percentages ranging from 0.18% to 9.15%
  • Total post-preferential holding of warrant allottees: 29,80,64,004 shares (68.16%)

Consideration will be in cash.

6. Extra Ordinary General Meeting

The Board decided to call an Extra Ordinary General Meeting on Wednesday, September 9, 2026, through audio/visual means and approved the draft notice.

7. Preferential Issue Committee

The Board constituted a Preferential Issue Committee to finalize/approve all relevant documents.

8. Bank Account for Preferential Allotment

The Board approved opening a separate bank account for receiving proceeds from the preferential allotment.

9. Scrutinizer Appointment

The Board appointed M/s. Rawal & Co., Company Secretaries represented by Proprietor Mr. Vivek Rawal, Practicing Company Secretary (Membership No. 43241 and CP No. 22687) as scrutinizer to conduct the voting process (e-voting and poll).

Financial Impact

The preferential issues will bring total funds of up to ₹50,00,04,000 (₹4.89 crore from equity shares + ₹45.10 crore from warrants) subject to conversion. The authorized capital increase enables future fundraising. Change in control and management will occur post-transaction completion.