Meeting Details

The Board meeting was held on Tuesday, 1st September 2026 at the registered office of the company, commencing at 05:00 PM and concluding at 06:30 PM.

Key Agenda Items and Decisions

1. Increase in Authorized Share Capital

The Board approved increasing the existing Authorized Share Capital from ₹5,00,00,000 (Rupees Five Crore only) divided into 50,00,000 equity shares of ₹10 each to ₹45,00,00,000 (Rupees Forty Five Crore only) divided into 4,50,00,000 equity shares of ₹10 each. This requires corresponding amendments to the capital clause of the Memorandum of Association and is subject to shareholder approval.

2. Preferential Issue of Warrants

The Board approved issuance of up to 4,00,00,000 (Four Crore) warrants convertible into Equity Shares of ₹10 each at an issue price of ₹10 per warrant on preferential basis. The total consideration aggregates to ₹40,00,00,000 (Rupees Forty Crore only).

Warrant Terms:

  • 25% of warrant issue price payable at subscription and allotment
  • Balance 75% payable on exercise of warrants
  • Tenure: 18 months from date of allotment
  • Each warrant convertible into 1 equity share
  • Unexercised warrants after 18 months will lapse with forfeiture of amount paid

Allottees: 120 investors including:

  • Rahul Ashokbhai Jain: 24,92,867 warrants
  • Vanraj Ashokkumar Jain: 25,00,000 warrants
  • Siddharth Arvindbhai Jain: 25,00,000 warrants
  • Rajneel Jain: 25,00,000 warrants
  • Various HUF entities and other investors

3. Borrowing Limits Approval

  • Approved increase in borrowing limits up to ₹100 Crores under Section 180(1)(c) of Companies Act, 2013
  • Approved borrowing from directors up to ₹50 Crores under Section 179(3)(d) and 180(1)(c)
  • Both subject to shareholder approval

4. Alteration of Memorandum of Association

Approved alteration of Main Object Clause of MOA to focus on spice processing, manufacturing, and agricultural commodities business. New objects include processing, manufacturing, producing, cleaning, grading, drying, roasting, grinding, blending, mixing, seasoning, packaging of spices and allied food products.

5. Internal Auditor Appointment

Appointed M/s Shailesh Bharwad & Associates as Internal Auditor for Financial Year 2026-27.

6. Statutory Auditor Appointment

Based on Audit Committee recommendation, approved appointment of M/s Rajesh Shah & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 10840W) as Statutory Auditors for 5 years starting from conclusion of 47th AGM till conclusion of 52nd AGM in 2031, subject to shareholder approval.

7. Management Appointments

New Appointments (effective September 01, 2026):

  • Mr. Rahul Ashokbhai Jain [DIN: 03468716] as Additional Director designated as Managing Director & Chairman for 5 years
  • Mr. Rajneel Gautambhai Jain [DIN: 11541386] as Additional Executive Director
  • Mr. Siddharth Arvindbhai Jain [DIN: 11541387] as Additional Executive Director
  • Mr. Alpesh Rameshbhai Paliwal [DIN: 06606261] as Non-Executive Independent Director for 5 years
  • Mr. Ankush Madan Pandey [DIN: 11855729] as Non-Executive Independent Director for 5 years
  • Mrs. Priyanka Kirtikumar Marvania [DIN: 11676606] as Non-Executive Independent Director for 5 years
  • Mrs. Sumita Rahul Jain as Chief Financial Officer (CFO)

8. Resignations Accepted (effective September 01, 2026):

  • Mr. Pulkit Goenka from post of CFO (holding 1,90,600 equity shares)
  • Mr. Arvind Vishwanath Goenka from post of Managing Director
  • Mr. Hiral Rajeshkumar Shah from post of Additional Independent Director
  • Mr. Ravindrakumar Laljibhai Mehta from post of Additional Independent Director
  • Mr. Govind Ganpatlal Shah from post of Additional Director
  • Mrs. Minaxi Govind Shah from post of Additional Director

9. Other Approvals

  • Appointment of M/s. Patawari & Associates as Scrutinizer for remote e-voting and AGM voting
  • Adoption of amended Memorandum of Association as per Companies Act, 2013
  • Adoption of new Articles of Association as per Companies Act, 2013
  • Draft notice convening 47th Annual General Meeting
  • Draft Director's Report for FY ended March 31, 2026
  • Reconstitution of various Board Committees

Financial Impact

The preferential issue of 4 crore warrants at ₹10 each will potentially raise ₹40 crore upon full conversion. The authorized capital increase enables future equity fundraising. The increased borrowing limit of ₹100 crore provides additional debt capacity.

Share Capital Impact

Post-warrant conversion, the equity share capital would increase significantly from the current base, though exact dilution percentages depend on conversion timing and extent.

Governance Impact

Complete overhaul of management team with appointment of new Managing Director, Executive Directors, Independent Directors, and CFO alongside multiple resignations from previous management.