EGM Details

The Extraordinary General Meeting will be held on Wednesday, July 22, 2026 at 3:00 p.m. (IST) through Video Conferencing / Other Audio Visual Means. The deemed venue is the registered office at 108/109, T.V. Industrial Estate, 52, S.K. Ahire Marg, Worli, Mumbai-400030.

Special Business Resolutions

Resolution 1: Alteration of Object Clause of Memorandum of Association

  • Purpose: To diversify business operations into naval defense shipbuilding and aerospace engineering sectors
  • Proposed Additions: Insertion of two new sub-clauses (10 and 11) to Clause III(A) of MOA
  • New Business Areas:
  • Designing, manufacturing, building, assembling, commissioning, and delivering all types of naval vessels, warships, submarines, patrol boats, defence crafts, and auxiliary vessels for Navy, Coast Guard, and other defense authorities
  • Designing, developing, engineering, manufacturing, fabricating, machining, assembling, integrating, testing, validating, repairing, refurbishing, upgrading, commissioning, supplying aerospace, aviation, UAV, industrial and engineering products
  • Rationale: Adverse impact on textile business due to higher US tariffs on Indian exports, geopolitical uncertainties, supply chain disruptions, INR depreciation, and rising crude oil prices. Existing orders on hold, new orders impacted.
  • Approval Required: Special Resolution under Sections 4, 13 of Companies Act, 2013 and approval from Registrar of Companies

Resolution 2: Variation in Objects of Preferential Issue Utilisation

  • Background: EGM held on November 20, 2025 approved preferential issue of 67,86,400 equity shares at Rs. 125/share and 90,72,000 convertible warrants at Rs. 125/warrant, aggregating Rs. 198.23 crore
  • Actual Allotment: Only 52,54,700 equity shares and 79,72,600 convertible warrants allotted on February 16, 2026, raising Rs. 165.34 crore instead of Rs. 198.23 crore
  • Unutilized Funds: Rs. 102.60 crore remaining unutilized from the preferential issue proceeds
  • Original Utilization Plan:
  • Capital expenditure and capacity enhancement: Rs. 87.00 crore
  • Acquisition of land and building: Rs. 25.00 crore
  • Working capital requirement: Rs. 21.68 crore
  • Investment in subsidiaries and strategic acquisitions: Rs. 15.00 crore
  • General corporate purpose and issue-related expenses: Rs. 49.55 crore
  • Current Utilization Status:
  • Land acquisition: Agreement executed for Rs. 25.50 crore (vs approved Rs. 25.00 crore), Rs. 12.96 crore already paid
  • Additional Rs. 0.50 crore beyond approved allocation to be funded internally/externally
  • Proposed Revised Utilization:
  • Complete withdrawal of Rs. 15.00 crore allocation for "Investment in Subsidiaries and Strategic Acquisitions"
  • Reduction of Rs. 75.00 crore from "General Corporate Purposes" allocation
  • Reallocation to:
  • Capital expenditure: Rs. 67.32 crore (reduced from Rs. 87.00 crore)
  • Working capital: Rs. 36.68 crore (increased from Rs. 21.68 crore)
  • Rs. 15.00 crore allocated for new business diversification (Rs. 5.00 crore capex, Rs. 10.00 crore working capital)
  • Revised Allocation Summary:

| Purpose | Original (Rs. Cr) | Revised (Rs. Cr) | Utilized (Rs. Cr) | Available (Rs. Cr) |

| Capital expenditure | 87.00 | 67.32 | 51.70 | 15.62 |

| Land acquisition | 25.00 | 25.00 | 12.96 | 12.04 |

| Working capital | 21.68 | 36.68 | 20.25 | 16.43 |

| Investments | 15.00 | 0.00 | 0.00 | 0.00 |

| General corporate | 49.55 | 36.34 | 13.91 | 22.43 |

| Total | 198.23 | 165.34 | 98.82 | 66.52 |

Voting Arrangements

  • Remote e-Voting Period: July 18, 2026 (9:00 AM) to July 21, 2026 (5:00 PM)
  • Cut-off Date: July 15, 2026 for determining voting rights
  • Scrutinizer: M/s S P K G & Co. LLP, Practicing Chartered Accountants
  • E-Voting Agency: Purva Sharegistry (India) Private Limited
  • VC/OAVM Participation: Limited to 1,000 members on first-come-first-served basis, excluding large shareholders (2%+ holding), promoters, institutional investors, directors, KMPs, committee chairpersons, auditors

Financial Impact

  • The variation in object of fund utilization involves reallocation of Rs. 102.60 crore unutilized preferential issue proceeds
  • No change in rights of allottees or lock-in obligations
  • The diversification into defense and aerospace sectors represents a significant strategic shift from current textile business

Governance

  • Audit Committee and Board of Directors approved the proposals at meeting held on June 18, 2026
  • None of the Directors, Key Managerial Personnel, or their relatives have any financial interest in the resolutions except to the extent of their shareholding