Key Resolutions for Shareholder Approval

Item 1: Increase in Authorized Share Capital (Ordinary Resolution)

The Company proposes to increase its Authorized Share Capital from existing ₹12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 Equity Shares of ₹10 each to ₹12,30,00,000 (Rupees Twelve Crores Thirty Lakhs Only) divided into 1,23,00,000 Equity Shares of ₹10 each by creation of additional 3,00,000 Equity Shares of ₹10 each. This requires amendment to Clause 5(iii) of the Memorandum of Association.

Item 2: Preferential Issue of Equity Shares (Special Resolution)

The Company proposes to issue and allot up to 2,50,000 equity shares of face value ₹10 each at a minimum issue price of ₹401 per share (including a premium of ₹391 per share) aggregating up to ₹10,02,50,000 (Rupees Ten Crore Two Lakhs Fifty Thousand Only) to CLN Energy PTE Limited (Promoter category).

Financial Details

  • Current Authorized Capital: ₹12 crore divided into 1.2 crore equity shares of ₹10 each
  • Proposed Authorized Capital: ₹12.3 crore divided into 1.23 crore equity shares of ₹10 each
  • Preferential Issue Size: Up to 250,000 equity shares
  • Minimum Issue Price: ₹401 per share
  • Total Fundraise: Up to ₹10.03 crore
  • Relevant Date for Pricing: June 23, 2026 (30 days prior to resolution passing date)

Purpose of Preferential Issue

The proceeds will be primarily used to acquire land for expansion activities. The Company has signed an MoU with the Government of Uttar Pradesh and requires minimum ₹10 crore FDI to qualify under the "Foreign Direct Investment (FDI) and Fortune 500 Companies Investment Promotion Policy, Uttar Pradesh: 2023".

Alternative Utilization Plan: If land allotment is not received, 50% of proceeds will be used for debt repayment (outstanding loans of ₹9327.01 lakhs as of March 31, 2026) and 50% for capital expenditure including purchase of new machinery.

Shareholding Impact

  • Pre-issue Promoter Holding: 76,61,238 shares (72.60%)
  • Post-issue Promoter Holding: 79,11,238 shares (73.23%)
  • Total Pre-issue Capital: 1,05,53,250 shares
  • Total Post-issue Capital: 1,08,03,250 shares

Key Dates

  • Cut-off Date for Voting Rights: June 19, 2026
  • Voting Period: June 24, 2026 (9:00 AM IST) to July 23, 2026 (5:00 PM IST)
  • Result Declaration: On or before July 27, 2026
  • Resolution Effective Date: July 23, 2026 (if passed)

Parties Involved

  • Scrutinizer: M/s SARK & Associates LLP, Mr. Sumit Khanna (Practicing Company Secretary)
  • Valuer: Mr. Ajaykumar Sukhadiya (Registered Valuer)
  • Registrar & Share Transfer Agent: Bigshare Services Private Limited
  • E-voting Service Provider: National Securities Depository Limited (NSDL)

Voting Procedure

The Company has appointed NSDL for remote e-voting facility. Members can vote through their demat accounts with NSDL or CDSL, or through physical share voting process as detailed in the notice.