Board Meeting Details

The Board of Directors meeting was held on Wednesday, October 7, 2026. It commenced at 01:30 P.M. and concluded at 02:10 P.M.

Key Approvals and Details

1. Approval for New NCD Issuance

The Board approved the issuance of:

  • Instrument Type: Senior, Secured, Rated, Listed, Redeemable, Taxable, Transferable Non-Convertible Debentures (NCDs)
  • Number of Instruments: Up to 3,800 (Three Thousand Eight Hundred)
  • Face Value: ₹1,00,000/- (Rupees One Lac) each
  • Total Issue Size: ₹38,00,00,000/- (Rupees Thirty Eight Crores)
  • Issuance Method: Private placement basis to all eligible investors
  • Listing: Yes, on the Wholesale Debt Market Segment of BSE Limited
  • Issue Structure: ₹38 crores in one or more tranches as mutually agreed

Financial Terms of New NCDs:

  • Coupon Rate: 10.00% per annum
  • Interest Payment Schedule: Quarterly
  • Principal Repayment: Bullet payment on maturity
  • Tenure: 18 months from the date of allotment
  • Proposed Allotment Date: October 15, 2026*
  • Proposed Maturity Date: April 15, 2028#

*The actual allotment date may vary subject to completion of requirements within applicable timeline.

#The actual maturity date shall depend on the actual date of allotment.

Security Cover for New NCDs:

The Issue will be secured to the extent of 1.10x (Security Cover) backed by:

  • First ranking and exclusive mortgage created by Dishman Infrastructure Limited (DIL) over non-agriculture land located at Survey Number (new) 746, 2277 and 743, totaling 88,791 sq mtrs. Mouje: Gangad/Kalyangadh, Tal.: Bavla, Dist.: Ahmedabad (Mortgaged Property)
  • Unconditional and irrevocable corporate guarantee issued by DIL (Corporate Guarantor) in favor of the Debenture Trustee, for the benefit of the holders of the Debentures, to the extent of the value of the Mortgaged Property
  • Interest Service Reserve Account (ISRA) maintained by the Company in the form of fixed deposits with a lien marked in favor of the Debenture Trustee, having an amount sufficient to meet coupon payment for the immediately next 3 months on the outstanding principal amount of the Debentures
  • Such other security as may be mutually agreed by the Company and Debenture Trustee

2. Approval for Security Modification of Existing NCDs

The Board approved modification/amendment in security in respect of the Company's existing debt instrument:

  • Instrument: Tranche II of 1,500 Senior, Secured, Rated, Listed, Transferable, Redeemable, Taxable Non-Convertible Debentures
  • Face Value: ₹1,00,000/- each
  • Total Value: ₹15 Crore
  • Allotment Date: September 28, 2026

Rationale for Security Modification:

The promoter entity Dishman Infrastructure Limited (DIL), which provided its land parcel as security under the 15 Cr NCD, may require the land for its commercial purpose free from encumbrances. The Company will seek to release the mortgage over DIL's property in lieu of providing 100% cash margin in the form of FD lien mark in favor of the Debenture Trustee, which is considered a better proposition as it represents liquid assets.

Process for Security Modification:

  • The Company shall apply for prior approval to the stock exchange for making modifications to the transaction documents
  • The modification involves substituting the mortgage over land parcel of DIL with 100% cash margin in the form of FD lien mark in favor of Debenture Trustee
  • This is required under Regulation 59(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Upon receipt of approval from the stock exchange, the Company shall carry out necessary modifications to the transaction documents and execute Security Documents