EGM Details

  • Date: Wednesday, September 09, 2026
  • Time: 2:00 PM
  • Mode: Through Video Conference/Other Audio Visual Means (VC/OAVM)
  • Cut-off date for voting eligibility: Wednesday, September 02, 2026
  • Remote e-voting period: Sunday, September 06, 2026 (9:00 AM) to Tuesday, September 08, 2026 (5:00 PM)
  • Deemed venue: Registered Office at Office No. 512, 5th Floor, Hubtown Solaris, N.S. Phadke Road, Saiwadi, Near Flyover Bridge, Andheri East, Mumbai - 400069

Resolutions Proposed

Item No. 1: Alteration of Objects Clause and Adoption of New Memorandum of Association (Special Resolution)

  • Purpose: To align company's business objectives with proposed future strategy
  • Proposed new business activities include:
  • Aviation and airline services (scheduled/non-scheduled air transport, drones, UAVs)
  • Aviation academies and training institutions
  • Airport development and aviation infrastructure
  • Research, design and development of aircraft, drones, aerospace systems
  • Defence equipment and systems manufacturing
  • Industrial commercial explosives and energetic materials
  • Scientific research and technology development
  • Infrastructure projects including airports, logistics parks, industrial estates
  • Requires approval of Registrar of Companies

Item No. 2: Adoption of New Articles of Association (Special Resolution)

  • Purpose: To align with Companies Act, 2013 provisions
  • To replace existing Articles based on Companies Act, 1956
  • Contains enabling provisions for efficient corporate governance

Item No. 3: Increase in Authorized Share Capital (Ordinary Resolution)

  • Current authorized capital: ₹13,50,00,000 divided into 13,50,00,000 equity shares of ₹1 each
  • Proposed authorized capital: ₹50,00,00,000 divided into 50,00,00,000 equity shares of ₹1 each
  • Increase of ₹36,50,00,000
  • Requires alteration of Capital Clause (Clause V) of Memorandum of Association

Item No. 4: Preferential Issue of Equity Shares (Special Resolution)

  • Number of shares: Up to 3,20,00,000 equity shares of ₹1 each
  • Issue price: ₹1.53 per share
  • Total amount: ₹4,89,60,000
  • Allottees:
  • 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)
  • Relevant date for pricing: Monday, August 10, 2026
  • Triggers open offer obligation under SEBI Takeover Regulations
  • Public announcement made on August 10, 2026 for acquisition of 3,70,47,634 equity shares

Item No. 5: Preferential Issue of Convertible Warrants (Special Resolution)

  • Number of warrants: Up to 29,48,00,000 fully convertible warrants
  • Issue price: ₹1.53 per warrant
  • Total amount: ₹45,10,44,000
  • Conversion period: 18 months from allotment date
  • Initial payment: 25% of warrant price at allotment
  • Balance 75% payable at conversion
  • Allottees include 25 entities (mostly individuals and corporate entities)
  • Major allottees:
  • Adcon Capital Services Limited: 3,00,00,000 warrants
  • Anupam Stock Broking Pvt Ltd.: 4,00,00,000 warrants
  • Mukesh Jethalal Gala HUF: 4,00,00,000 warrants
  • Various Mandavia family members: Multiple allocations

Financial Impact and Utilization of Funds

  • Total funds to be raised: ₹50,00,04,000 (assuming full warrant conversion)
  • Proposed utilization:
  • Acquisition of Aircraft (Hawker): ₹3000 lakh (by March 31, 2028)
  • Investment in Wardwizard Aviation Private Limited: ₹752 lakh (by March 31, 2028)
  • General Corporate Purposes: ₹1248.04 lakh (by March 31, 2028)
  • No monitoring agency required as issue size below ₹100 crore

Change in Control and Management

  • Post-preferential issue, Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia will become promoters
  • Expected shareholding post-issue:
  • On undiluted basis (no warrant conversion): 25.05%
  • On fully diluted basis (full warrant conversion): 31.03%
  • Open offer for 3,70,47,634 equity shares has been announced

Pricing Details

  • Relevant date: August 10, 2026
  • Minimum price as per SEBI ICDR Regulations: ₹1.45
  • 90-day VWAP: ₹1.37
  • 10-day VWAP: ₹1.45
  • Valuation report from Krishna Chaitanya Janga (IBBI/RV/05/2019/12328): ₹1.53 including 5% control premium
  • Final issue price: ₹1.53 per share/warrant

Lock-in Requirements

  • Equity shares and warrants subject to lock-in as per SEBI ICDR Regulations
  • Pre-preferential shareholding of allottees also subject to lock-in

Voting Arrangements

  • Scrutinizer: M/s. Rawal & Co. (Vivek Rawal, Practicing Company Secretary)
  • E-voting agency: MUFG Intime India Private Limited
  • Physical attendance dispensed with, only VC/OAVM participation
  • Institutional shareholders required to submit board resolutions for voting

Documents Available for Inspection

  • Proposed Memorandum and Articles of Association
  • Valuation report
  • Practicing Company Secretary's certificate
  • Available electronically until September 09, 2026