Key Resolution Details
The company seeks shareholder approval through a special resolution for the following business:
- Issue of up to 22,25,000 (Twenty Two Lakh Twenty Five Thousand) equity shares of ₹10 each fully paid up by way of preferential issue
Preferential Issue Specifics
- Total Shares: 22,25,000 equity shares
- Issue Price: ₹86 per share (₹10 face value + ₹76 premium)
- Total Issue Size: ₹19,13,50,000 (Nineteen Crore Thirteen Lakh Fifty Thousand)
- Relevant Date: June 25, 2026 (for price determination)
- Allottees and Allocation:
- Riddhi Infocom Solutions LLP: 6,34,800 shares (Currently Non-Promoter, Proposed Promoter)
- Alpitkumar Pravinchandra Gor: 7,78,750 shares (Currently Non-Promoter, Proposed Promoter)
- Man Machine Mentors LLP: 2,01,000 shares (Non-Promoter)
- Windfield Projects LLP: 3,14,450 shares (Non-Promoter)
- Armita ADS LLP: 2,96,000 shares (Non-Promoter)
Change in Control and Open Offer Trigger
Pursuant to a Share Purchase Agreement dated June 26, 2026 between existing promoter Gitaben Nitinbhai Patel and the acquirers (Riddhi Infocom Solutions LLP & Alpitkumar Pravinchandra Gor):
- Acquisition of 97,890 shares by Riddhi Infocom Solutions LLP
- Acquisition of 52,709 shares by Alpitkumar Pravinchandra Gor
- Total acquisition: 1,50,599 shares representing 73.48% of existing paid-up capital
- Combined with the preferential allotment, this will result in the acquirers holding 15,64,149 shares (64.37% of post-issue capital)
- This triggers mandatory open offer obligations under Regulations 3(1) and 4 of SEBI Takeover Regulations
- Upon completion, acquirers will be classified as promoters and existing promoter will be reclassified as public shareholder
Utilization of Proceeds
The ₹19.14 crore proceeds will be utilized as follows:
- Working capital requirements: ₹7,27,13,000 (within 12 months)
- Acquisition of equity shares in Nextedge Ecommerce Private Limited or other companies: ₹7,27,13,000 (within 12 months)
- General corporate purposes: ₹4,59,24,000 (within 12 months)
Nextedge Ecommerce Private Limited Details
- Address: 10, 1st Floor, Mill Officers Colony, behind LA Gajjar Cham, Ashram Road, Ahmedabad-380009
- Business: Third-party logistics (3PL) services, domestic and international freight forwarding
- Purpose: Company plans to enter logistics business through this potential subsidiary/associate
Voting Schedule and Process
- Cut-off date: June 19, 2026
- Remote e-voting period: June 28, 2026 (9:00 AM IST) to July 27, 2026 (5:00 PM IST)
- Service provider: NSDL
- Results declaration: Within 2 working days after voting concludes
- Scrutinizer: Nayan Pitroda of M/s. Pitroda Nayan & Co. (ACS: 58473; CP Number: 23912)
Shareholding Pattern Impact
Pre-Issue (as of June 19, 2026):
- Total shares: 2,04,940
- Promoter holding: 1,50,599 shares (73.48%)
- Public holding: 54,341 shares (26.52%)
Post-Issue (immediate impact):
- Total shares: 24,29,940
- Promoter holding: 1,50,599 shares (6.20%)
- Public holding: 22,79,341 shares (93.80%)
Post-SPA and Post-Issue (after change in control):
- Total shares: 24,29,940
- New promoter holding (acquirers): 15,64,149 shares (64.37%)
- Public holding: 8,65,791 shares (35.63%)
Lock-in Requirements
Equity shares allotted will be subject to lock-in as per Chapter V of SEBI ICDR Regulations.
Other Disclosures
- The company, its promoters, and directors have not been declared wilful defaulters or fugitive economic offenders
- No preferential allotment has been made during FY 2026-27 till date
- Full consideration must be paid in cash at the time of allotment from allottees' bank accounts
- Shares will be allotted in dematerialized form within 15 days of resolution passing
Documents Available
- Postal Ballot Notice and Explanatory Statement on company website
- Valuation report hosted on company website
- Company secretary certificate available on company website