Meeting Details

  • Meeting Type: Extra-Ordinary General Meeting (EGM)
  • Date: Thursday, July 23, 2026
  • Time: 3:00 p.m. (IST)
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Cut-off Date for Voting Rights: July 16, 2026
  • Deemed Venue: Registered office at 108/109 T.V. Industrial Estate, 52 S.K. Ahire Marg, Worli, Mumbai - 400030

Resolutions for Shareholder Approval

Special Business Item 1: Alteration of Object Clause of Memorandum of Association

Resolution Type: Special Resolution

Purpose: To amend Clause III (A) of MOA by inserting new sub-clauses 5, 6, 7 & 8 after existing sub-clause 4 to enable business diversification into:

  • Manufacturing, producing, processing, refining, casting, fabricating, and dealing in Aluminum, Zinc and all kinds of metal ingots; Aluminum and other metal slugs and coins; aerospace engineering components including drone products
  • Establishing manufacturing facilities, factories, plants and infrastructure including new factory in Gujarat
  • Marine, shipbuilding and engineering activities including repair, maintenance, servicing of ships/vessels; marine engineering services; establishing docks and shipbuilding infrastructure; naval vessel manufacturing for defense authorities
  • Import, export, trading, distribution of chemicals, petrochemicals, specialty chemicals, petroleum products, lubricants, oils, fuels and allied products

Rationale: Prevailing geopolitical uncertainties, global supply chain disruptions, depreciation of Indian Rupee, and increasing crude oil prices have made the Company's existing business of importing and trading secondhand machinery increasingly challenging and economically unviable.

Approvals Required: Shareholder approval by Special Resolution and subsequent approval of Registrar of Companies.

Special Business Item 2: Variation of Objects of Preferential Allotment and Reallocation of Unutilized Proceeds

Resolution Type: Special Resolution

Background:

  • Shareholders had approved preferential issue of 41,84,000 equity shares at Rs. 52.50 per share and 40,00,000 convertible warrants at Rs. 52.50 per warrant on November 27, 2025
  • Aggregate amount proposed: Rs. 42.97 Crore
  • Actual allotment on January 30, 2026: 38,10,900 equity shares and 40,00,000 convertible warrants
  • Actual proceeds received: Rs. 41.01 Crore (undersubscribed)
  • Unutilized funds: Rs. 29.09 Crore

Original Utilization Plan:

| Object | Amount Approved (Rs. Crore) |

| Capital expenditure and capacity enhancement | 15.00 |

| Acquisition of land and building | 6.00 |

| Working capital requirement | 6.23 |

| Investment in subsidiaries and strategic acquisitions | 5.00 |

| General corporate purpose and Issue Related Expenses | 10.74 |

| Total | 42.97 |

Current Status of Utilization:

  • Land Acquisition: Company entered agreement for total consideration of Rs. 10.50 crore (against approved Rs. 6.00 crore), paid Rs. 6.00 crore, balance to be funded internally/externally
  • Investment in subsidiaries: Fully withdrawn from utilization plan

Proposed Revised Utilization:

| Object | Original Allocation (Rs. Cr) | Proposed Allocation (Rs. Cr) | Utilized (Rs. Cr) | Balance Available (Rs. Cr) |

| Capital expenditure and capacity enhancement | 15.00 | 15.00 | 2.96 | 12.04 |

| Acquisition of land and building | 6.00 | 6.00 | 2.93 | 3.07 |

| Working capital requirement | 6.23 | 9.76 | 2.00 | 7.76 |

| Investment in subsidiaries | 5.00 | 0.00 | 0.00 | N/A |

| General corporate purpose | 10.74 | 10.25 | 3.89 | 6.85 |

| Total | 42.97 | 41.01 | 11.92 | 29.09 |

Regulatory Compliance: The variation requires shareholder approval under Sections 13(8) and 27 of Companies Act, 2013, Rule 32 of Companies (Incorporation) Rules, 2014, Rule 7 of Companies (Prospectus and Allotment of Securities) Rules, 2014, SEBI LODR Regulations, 2015 and SEBI ICDR Regulations, 2018.

Voting Arrangements

  • Remote e-Voting Period: Monday, July 20, 2026 (9:00 a.m.) to Wednesday, July 22, 2026 (5:00 p.m.)
  • E-Voting Service Provider: Purva Sharegistry (India) Private Limited
  • Scrutinizer: M/s S P K G & Co. LLP, Practicing Chartered Accountants
  • Proxy Voting: Not available for VC/OAVM meetings as per MCA circulars

Governance Aspects

  • Audit Committee reviewed and recommended the proposed changes at meeting held on June 24, 2026
  • Board of Directors approved the proposals at meetings held on June 18, 2026 and June 24, 2026
  • No Director, KMP or their relatives have any financial interest in the resolutions except to the extent of their shareholding

Financial Impact

  • The MOA alteration enables future business diversification but has no immediate financial impact
  • The fund reallocation affects deployment of Rs. 29.09 crore unutilized preferential issue proceeds
  • Working capital allocation increased by Rs. 3.53 crore
  • Investment in subsidiaries allocation completely removed (Rs. 5.00 crore)