Date and Time: Friday, June 19, 2026, at 11:00 A.M. IST
Mode: Video Conferencing (VC) facility provided by National Securities Depository Limited (NSDL)
Cut-off Date for determining members entitled to vote: Friday, June 12, 2026
Remote e-Voting Period: Tuesday, June 16, 2026 (9:00 A.M.) to Thursday, June 18, 2026 (5:00 P.M.)
The notice was circulated to members electronically on May 28, 2026.
Business to be Transacted (Special Business)
Item No. 1: General approval for raising of funds by issuance of securities up to Rs. 2,500 Crores
Purpose: To capitalize on growth opportunities, fund organic/inorganic initiatives, capacity expansion, AI-led technologies, digital infrastructure, data centers, and enhance operational capabilities. The goal is to support the company's strategic vision of achieving revenues of approximately US$2 billion.
Utilization of Proceeds: Augmenting long-term capital resources; funding growth opportunities; investments in subsidiaries/associates/JVs; expanding existing businesses; entering new business areas; prepayment/repayment of existing borrowings; general corporate purposes.
Instrument Types: Equity Shares, instruments or securities including composite issues of non-convertible debentures with warrants, Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), fully/partly convertible debentures, preference shares convertible into Equity Shares, warrants, or any other financial instruments convertible into Equity Shares.
Mode of Issuance: One or more tranches; public/private/rights offer; preferential allotment; private placement; Qualified Institutions Placement (QIP); or any combination thereof.
Aggregate Limit: ₹2,500 Crores (Rupees Two Thousand Five Hundred Crores Only).
Investors: Qualified Institutional Buyers (QIBs), foreign/resident investors, institutions, mutual funds, pension funds, individuals, venture capital funds, alternate investment funds, FIIs, FPIs, and other permitted categories.
Pricing: To be determined in accordance with SEBI ICDR Regulations, Companies Act, 2013, and other applicable laws. For a QIP, a discount of not more than 5% on the floor price is permitted.
Allotment Timeline: Securities must be allotted within 365 days from the passing of the special resolution for a QIP.
Ranking: Equity Shares issued will rank pari-passu with existing Equity Shares of face value ₹2/- each.
Authorization: The Board of Directors (or a committee) is seeking broad authorization to decide on the final terms, timing, price, investors, and intermediaries without requiring further shareholder approval.
Regulatory References: Pursuant to Sections 23, 41, 42, 55, 62, 71 of the Companies Act, 2013; SEBI ICDR Regulations; SEBI LODR Regulations; FEMA Regulations.
Item No. 2: Approving the enhancement in the borrowing limits of the Company
Current Limit: The previous borrowing limit approved by members was ₹1,000 crore (approved on July 15, 2014).
Proposed New Limit: ₹2,500 Crores (Rupees Two Thousand Five Hundred Crores Only), exclusive of interest and other charges.
Purpose: To meet present and future financial requirements for business operations, capital expenditure, strategic initiatives, acquisitions, investments, expansion plans, working capital, and general corporate purposes.
Sources of Borrowing: Banks, individuals, FIIs, Overseas Corporate Bodies, Mutual Funds, Pension Funds, Hedge Funds, trusts, institutions, or any other entities via cash credit, term loans, advances, deposits, debentures, bonds, ECBs, or any other permitted mode.
Security: Borrowings can be unsecured or secured by a mortgage, charge, hypothecation, lien, pledge, or guarantee on the company's assets, subsidiaries, JVs, or associates.
Regulatory Reference: Pursuant to Section 180(1)(c) of the Companies Act, 2013.
Item No. 3: To authorize the Board of Directors to create security interests over the undertaking or substantially the whole of the undertaking of the Company
Purpose: To secure borrowings (availed/to be availed) as approved under Item No. 2.
Type of Security: Mortgage, charge, hypothecation, lien, or other encumbrance on all or any movable, immovable, tangible, or intangible properties, assets, and/or rights of the Company, both present and future.
Limit: The total secured borrowings shall not exceed the limit approved under Section 180(1)(c) (i.e., ₹2,500 Crores).
Regulatory Reference: Pursuant to Section 180(1)(a) of the Companies Act, 2013.
Voting Information
Scrutinizer: M/s. S. K. Jain & Co, Practising Company Secretary.
Voting Rights: Proportional to the paid-up Equity Share capital as on the cut-off date (June 12, 2026).
Remote e-Voting: Provided by NSDL. Members can vote electronically from June 16 to June 18, 2026.
VC Attendance: Members can join the EGM 15 minutes before its commencement. The facility is available for 1,000 members on a first-come, first-served basis, excluding large shareholders (2%+), promoters, institutional investors, directors, KMPs, etc.
Results: The scrutinizer's report will be submitted within 2 working days post-EGM and communicated to stock exchanges, NSDL, and the RTA.
Other Procedural Notes
The EGM is being held via VC in compliance with MCA General Circular No. 03/2025 and SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133.
The venue of the meeting is deemed to be the Registered Office of the Company: 501, 5th Floor, Building No.9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai - 400 708.
The notice is available on the company's website, BSE, NSE, and NSDL's e-voting portal.
Members holding physical shares are urged to dematerialize them.
Financial Impact
The fundraising and borrowing proposals are enabling resolutions. The exact financial impact on the capital structure, earnings per share, or debt levels will depend on the final amount, instrument type, and terms decided by the Board in the future and is not quantified in this disclosure.
Governance
The Board of Directors recommends all resolutions.
None of the Directors, Key Managerial Personnel, or their relatives are interested in the resolutions, except to the extent of their shareholding.
