Meeting Details
- Date: Wednesday, September 2, 2026
- Time: 3:00 P.M. (IST)
- Mode: Video Conference/Other Audio Visual Means
- Cut-off date for eligibility: Wednesday, August 26, 2026
- E-voting period: August 30, 2026 (9:00 AM) to September 1, 2026 (5:00 PM)
Special Business Items
Item 1: Acquisition of N.S. Engineering Projects Pvt. Ltd. via Share Swap
- Proposal to acquire 30,71,025 equity shares (26% stake) in N.S. Engineering Projects Pvt. Ltd. (NSEP)
- Acquisition consideration: ₹96,43,04,530 payable through issuance of 7,25,041 equity shares of Cosmic CRF
- Share swap ratio: 236.09 equity shares of Cosmic CRF for every 1,000 equity shares of NSEP
- Issue price: ₹1,330 per share (₹10 face value + ₹1,320 premium)
- Valuation report dated August 3, 2026 by CA Manish Gadia (IBBI/RV/06/2019/11646)
- Share Acquisition and Share Swap Agreement executed on August 3, 2026
Allottee Details:
- M/s AVB Endeavors Private Limited: 6,64,125 shares for 28,13,015 NSEP shares (23.82%)
- Mr. Aditya Vikram Birla: 24 shares for 100 NSEP shares (0.00%)
- Mrs. Purvi Birla: 24 shares for 100 NSEP shares (0.00%)
- M/s Prilika Enterprises Private Limited: 24 shares for 100 NSEP shares (0.00%)
- M/s. AVB Entech Private Limited: 24 shares for 100 NSEP shares (0.00%)
- Aditya Vikram Birla (HUF): 24 shares for 100 NSEP shares (0.00%)
- Invicta Continuum Fund: 60,796 shares for 2,57,510 NSEP shares (2.18%)
Strategic Rationale:
- Make NSEP a wholly-owned subsidiary (currently holds 74%)
- Vertical integration and operational synergies
- Diversified revenue across infrastructure and engineering segments
- Enhanced ESG focus through integrated operations
Shareholding Impact:
- Pre-issue capital: 92,06,243 shares
- Post-issue capital: 99,31,284 shares
- Promoter holding increases from 55.15% to 57.81%
Regulatory Compliance:
- Relevant Date: August 3, 2026
- Floor price: ₹1,321.68 per share
- Lock-in period as per SEBI ICDR Regulations
- Certificate from CS Md Shahnawaz (ACS 21427, CP 15076)
Item 2: Migration from BSE SME to Main Boards
- Proposal to migrate from BSE SME Platform to BSE Main Board
- Additional application for listing on NSE Main Board
- Eligibility criteria: Listed on BSE SME for 3 years, paid-up capital > ₹10 crores, market capitalization > ₹100 crores
- Special resolution requires 2x votes in favor from non-promoter shareholders
- Expected benefits: Wider visibility, improved liquidity, broader investor base
Item 3: Increase in Borrowing Limits
- Enhancement of borrowing limits from ₹200 crores to ₹1,000 crores
- Pursuant to Section 180(1)(c) of Companies Act, 2013
- Previous approval: August 20, 2022 for ₹200 crores
- Purpose: Business expansion, capital expenditure, working capital, strategic investments
Item 4: Increase in Limits for Loans/Guarantees/Investments
- Enhancement of limits to ₹1,000 crores under Section 186 of Companies Act, 2013
- Covers loans, guarantees, securities, and investments
- Previous limit: ₹200 crores approved on August 20, 2022
- Purpose: Operational and financial flexibility for subsidiaries and strategic investments
Item 5: Ratification of Director Designation Change
- Change of Mrs. Purvi Birla (DIN: 02488423) from Whole-Time Director to Non-Executive Non-Independent Director
- Effective from July 1, 2026
- Subject to retirement by rotation
Voting Arrangements
- E-voting through NSDL platform
- Scrutinizer: CS Md. Shahnawaz, Practicing Company Secretary
- Members can join meeting through VC/OAVM facility
- No physical attendance or proxy appointments allowed
Documents Available
- Notice and explanatory statement on company website: www.cosmiccrf.com
- Valuation reports by CA Manish Gadia
- Compliance certificate from practicing company secretary
- All documents available for electronic inspection
#Tags #CosmicCRF #SEBIDisclosure #EOGM #M&A #RegulatoryCompliance #FinancialUpdate #Neutral