1. Preferential Issue of Convertible Warrants

The Board approved the issuance of up to 1,50,00,000 (One Crore Fifty Lakhs) Convertible Warrants to NK Family Private Trust, a promoter group entity, on a preferential basis. Each warrant is convertible into one fully paid-up equity share of the company.

Key Terms:

  • Issue Price: ₹32.55 per warrant (including premium of ₹31.55 per warrant)
  • Total Amount: ₹48,82,50,000 (Rupees Forty-Eight Crore Eighty-Two Lakh Fifty Thousand only)
  • Payment Terms: 25% payable at allotment, balance 75% payable at conversion
  • Conversion Period: Within 18 months from date of allotment
  • Regulatory Framework: Sections 42 and 62 of Companies Act, 2013 and SEBI ICDR Regulations, 2018

2. Appointment of Independent Director

The Board appointed Ms. Anshu Shukla Pandey (DIN: 11809932) as an Additional Director in the category of Non-Executive Independent Director effective July 10, 2026 for a term of 5 years ending July 9, 2031.

Profile Details:

  • Seasoned tax administration and public policy professional with over 31 years of experience in Indian Revenue Service (IRS)
  • Retired as Principal Commissioner of Income Tax
  • Currently associated with International Monetary Fund (IMF) as Short-Term Tax Administration Expert
  • Qualifications: Master's Degree in International Development and Public Policy from Duke University, USA, with additional qualifications in Law, Physics and Education
  • Not related to any existing directors and holds no shares in the company

3. Appointment of Advisors to Board

The Board appointed Mr. Nikunj Pramodkumar Kampani and Mr. Rajnish Kumar as advisors to the Board of Directors effective July 10, 2026.

Role and Terms:

  • Advisory capacity only (not Directors or Key Managerial Personnel)
  • No voting rights or participation in decision-making
  • Provide independent advice, guidance and recommendations
  • Engagement subject to periodic review and mutual termination

Profile Details:

  • Mr. Nikunj Kampani: Technology entrepreneur with 25+ years experience in telecommunications, internet, digital infrastructure, and enterprise technology. Related to Promoter/Promoter Group of the company.
  • Mr. Rajnish Kumar: Former Chairman of State Bank of India (completed 3-year term in October 2020). Credited with developing YONO digital platform during his tenure.

4. Credit Facilities Approval

The Board approved availing credit facilities aggregating up to ₹70,00,00,000 (Rupees Seventy Crores Only) from Punjab National Bank to meet the company's working capital and/or business requirements, on mutually agreed terms and conditions.

5. Shareholder Approval Process

The Board decided to seek shareholder approval for all resolutions through Postal Ballot under Section 110 of Companies Act, 2013.

Voting Details:

  • Record Date: July 3, 2026
  • Remote e-voting period: July 10, 2026 (9:00 AM IST) to August 8, 2026 (5:00 PM IST)
  • Notice to be sent electronically to members with registered email addresses

Meeting Details

The board meeting commenced at 3:00 PM and concluded at 4:00 PM on July 9, 2026.