Board Meeting Details

The meeting was held at the Registered Office of the Company on October 23, 2026, commencing at 5:00 PM and concluding at 6:00 PM.

Key Resolutions Approved

1. Increase in Authorized Share Capital

The Board considered and approved increasing the Authorized Capital from existing ₹4,50,00,000 (₹4.5 crore) to ₹16,50,00,000 (₹16.5 crore). This necessitates corresponding amendments to Clause V of the Memorandum of Association of the Company, subject to approval of shareholders.

The proposed amendment will change Clause V to state: "The Authorised Share Capital of the Company is ₹16,50,00,000/- (Rupees Sixteen Crore Fifty Lakh Only), divided into 16,50,00,000 (Sixteen Crore Fifty Lakh) Equity Shares of ₹1/- (Rupee One Only) each."

2. Execution of Share Purchase Agreement

The Board approved the execution of a Share Purchase Agreement between:

  • Sellers: Mr. Shivkumar R Chauhan and Mrs. Nehalben S Chauhan (collectively referred to as "Sellers")
  • Acquirers/Proposed Promoters: Mr. Mahendrabhai Gulabdas Patel, Mr. Munjal Mahendrabhai Patel, Mr. Sanjay Rameshchandra Patel, and Mr. Rakesh Rameshchandra Patel

The agreement covers acquisition of 10,00,463 (Ten Lakh Four Hundred Sixty-Three) equity shares of the Company from the Sellers, representing 24.37% stake of the existing share capital.

The execution of this SPA has triggered an obligation on the Acquirers to make an open offer in accordance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Upon consummation of the open offer and transactions under the SPA, all Proposed Acquirers shall become promoters of the Company, while the Sellers (existing promoters) shall cease to be promoters/promoter group members and be re-classified as public shareholders under Regulation 31A of Listing Regulations.

The transaction does not constitute a related party transaction and imposes no restrictions or liabilities on the listed entity.

3. Preferential Issue of Equity Shares

The Board approved raising funds through preferential issuance of up to 2,45,00,000 (Two Crore Forty-Five Lakh) fully paid-up equity shares of face value ₹1 each at an issue price of ₹2 per equity share, aggregating up to ₹4,90,00,000 (₹4.9 crore).

The proposed allottees include 11 investors (4 proposed promoters and 7 non-promoters) as detailed in Annexure A.

4. Preferential Issue of Convertible Warrants

The Board approved issuance of up to 12,55,00,000 (Twelve Crore Fifty-Five Lakh) convertible warrants at an issue price of ₹2 per warrant, aggregating to ₹25,10,00,000 (₹25.1 crore). Each warrant carries the right to subscribe to one fully paid-up equity share of face value ₹1.

The warrants shall be convertible at any time at the discretion of warrant holder, post completion of six months from the completion of Open Offer and prior to expiry of eighteen months from the date of allotment.

Payment terms: 25% of warrant issue price payable upfront with application, balance 75% payable on exercise of conversion option.

If warrant holder fails to exercise conversion within 18 months from allotment date, the entitlement lapses and upfront consideration is forfeited.

The proposed allottees include 11 investors (4 proposed promoters and 7 non-promoters) as detailed in Annexure B.

5. Extraordinary General Meeting

The Board decided to call an Extra Ordinary General Meeting on Monday, November 23, 2026 at 12:00 PM at the registered office of the Company and approved the draft notice.

6. Appointment of Scrutinizer

The Board appointed M/s Nisarg Sharma & Associates, Practicing Company Secretaries (FCS No.: 14061 and CP. No. 17088) as Scrutinizer to scrutinize the Remote E-Voting process for the EGM.

Financial Impact

The total fundraising through equity shares and convertible warrants aggregates to ₹30,00,00,000 (₹30 crore) if fully subscribed and converted.

Capital Structure Impact

The transactions will result in significant dilution and change in promoter holding structure upon completion.