1. Increase in Authorised Share Capital
The Board approved increasing the Authorised Share Capital of the Company from ₹200,00,00,000 (Rupees Two Hundred Crore Only) divided into 200,00,00,000 Equity Shares of ₹1/- each to ₹450,00,00,000 (Rupees Four Hundred Fifty Crore Only) divided into 450,00,00,000 Equity Shares of ₹1/- each. This approval is subject to shareholder approval and other statutory/regulatory approvals as required. The alteration of the Capital Clause of the Memorandum of Association is included in Annexure A.
2. Appointment of Cost Auditor
The Board appointed Mr. Krishna Murthy, Cost Accountant (Firm Registration No.: FCMA7658) as the Cost Auditor of the Company for the Financial Year 2026-27. The appointment was based on the recommendation of the Audit Committee and is subject to the provisions of the Companies Act, 2013 and relevant rules. The remuneration will be as recommended by the Audit Committee and approved by the Board.
Profile of Mr. Krishna Murthy:
- Graduate in Science & Law from Bangalore University
- Fellow Member of The Institute of Cost Accountants of India (ICMAI)
- Former General Manager (Finance) at National Textile Corporation (APKK & M) Ltd, controlling 16 Textile Mills across Andhra Pradesh, Karnataka, Kerala and Mahe (Union territory of Pondicherry)
- 31 years of service at National Textile Corporation before retiring under VRS
- Past Chairman of the Bangalore Chapter of The Institute of Cost Accountants of India
- 21 years of experience in practice since August 3, 2004
- Extensive experience in Cost Audit, Internal Audit, Concurrent Audit, Internal Financial Controls Systems, and GST Audits
- Has conducted cost audits across various sectors and consolidation of Cost Audit Reports as lead auditor
- Has audited borrowers of PSU banks including State Bank of India, Canara Bank, Union Bank of India, Punjab National Bank, Central Bank of India, and Indian Overseas Bank
- Has implemented costing systems in PSUs, listed companies, and private companies
- Conducted training programs on Cost Reduction and Cost Control
3. Conversion of Loans into Equity/Convertible Warrants
The Board approved the conversion of loans into Equity Shares and/or Convertible Share Warrants of the Company. This approval is subject to shareholder approval and receipt of applicable statutory and regulatory approvals. Annexure C provides additional details including the issuance of 10,50,18,263 warrants to be allotted to Mr. Ganesh Shivashankarappa Shamanur (Promoter) and Mr. Abhijith Ganesh Shamanur (Promoter) at an issue price of ₹3.82 per warrant.
4. Incorporation of Overseas Subsidiaries
The Board approved the incorporation of Overseas Step-down Subsidiary, Wholly Owned Subsidiary Companies, and/or Step-down Subsidiaries. This approval is subject to compliance with the Companies Act, 2013, the Foreign Exchange Management Act, 1999, and other applicable laws. Additional details as required by SEBI Circular will be provided in due course.