EGM Details

The 1st Extra-ordinary General Meeting for the Financial Year 2026-27 will be held on Saturday, 27th June, 2026, at 02:30 P.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

Remote E-Voting Calendar

The company has engaged NSDL for the remote e-voting process. The schedule is as follows:

  • Cut-off Date for identification of voting rights: Saturday, 20th June, 2026
  • Commencement of remote e-voting: Wednesday, 24th June, 2026 (09:00 AM)
  • End of remote e-voting: Friday, 26th June, 2026 (05:00 PM)
  • Scrutinizer's Report submission: On or before 30th June, 2026
  • Declaration of voting results: On or before 30th June, 2026

Members holding shares in physical or dematerialized form as on the cut-off date (20th June 2026) are entitled to vote. The notice has been sent electronically to shareholders whose email addresses are registered with the company's RTA, Accurate Securities And Registry Pvt Ltd., or with the depositories.

Business to be Transacted

SPECIAL BUSINESS

Item No. 1: Increase in Authorised Share Capital and Alteration of Memorandum of Association (Ordinary Resolution)

  • Proposal to increase the Authorised Share Capital from the existing ₹30,00,00,000 (Rupees Thirty Crores) divided into 3,00,00,000 equity shares of ₹10 each to ₹35,00,00,000 (Rupees Thirty Five Crores) divided into 3,50,00,000 equity shares of ₹10 each.
  • Consequential alteration of Clause V of the Memorandum of Association (MOA) to reflect the new authorised capital.
  • The Board of Directors is authorized to take all necessary actions to give effect to this resolution.

Item No. 2: Preferential Issue of Convertible Warrants (Special Resolution)

  • Proposal to issue and allot, on a preferential basis, up to 14,98,000 (Fourteen Lakhs Ninety Eight Thousand) Share Warrants.
  • Each Warrant is convertible into, or exchangeable for, one fully paid-up equity share of the company (face value ₹10).
  • Issue Price: ₹290 per Warrant (including a premium of ₹280).
  • Total Issue Size: ₹43,44,20,000 (Rupees Forty Three Crores Forty Four Lakhs Twenty Thousand).
  • Upfront Payment: 25% of the issue price, i.e., ₹72.5 per Warrant (₹10,86,05,000 total upfront).
  • Balance Payment: 75% of the issue price, i.e., ₹217.5 per Warrant (₹32,58,15,000 total balance), payable upon conversion.
  • Conversion Period: Warrants must be converted into equity shares within 18 (eighteen) months from the date of allotment.
  • Allottees: The warrants are to be issued to a list of 40 identified allottees, comprising 2 promoters and 38 non-promoters.
  • Relevant Date for pricing: 27th May, 2026.
  • Floor Price: Calculated as ₹289.44 per share as per SEBI ICDR Regulations, rounded off to the issue price of ₹290.

Key Terms & Conditions of Warrant Issue (As per Resolution):

  • Warrants will be allotted in dematerialized form within 15 days of shareholder approval (or 15 days after receiving any required regulatory approvals).
  • The equity shares arising from conversion will rank pari-passu with existing shares.
  • If the conversion option is not exercised within 18 months, the warrants will lapse, and the upfront consideration paid will be forfeited.
  • Warrants are subject to lock-in as per SEBI ICDR Regulations and cannot be sold or encumbered during the lock-in period.
  • Warrant holders do not have voting rights until conversion but are entitled to corporate actions like bonus or rights issues announced before conversion.
  • The funds received will be kept in a separate bank account and used as per SEBI regulations.
  • The Board is authorized to accept modifications to the terms of the issue within the framework of applicable laws and regulations.

Explanatory Statement Highlights

Rationale for Item No. 1: To meet the requirements of the growing business and facilitate the proposed preferential issue (Item No. 2).

Rationale for Item No. 2: To raise additional funds to meet working capital requirements, capex, and for general corporate purposes. The company intends to use the funds to finance ongoing Solar Projects, Bio-CNG projects in its subsidiary, hospitality projects in its LLP, and for a planned expansion into the pharma sector.

Pricing Justification: The equity shares are infrequently traded. The price of ₹290 was determined based on a valuation report by an independent IBBI-registered valuer, CS Abhishek Chhajed (Reg. No. IBBI/RV/03/2020/13674). The derived value was ₹289.44, rounded off to ₹290.

Post-Issue Shareholding Pattern (Projected):

  • The current issued, subscribed, and paid-up equity share capital is 1,58,20,000 equity shares of ₹10 each.
  • Post the full conversion of the proposed 14,98,000 warrants and another 1,29,35,490 warrants allotted on 10.05.2025, the total paid-up capital is projected to be 3,02,53,491 equity shares.
  • The promoter & promoter group holding is projected to change from 74.63% (pre-issue) to 71.86% (post full conversion of all warrants).
  • The public shareholding is projected to change from 25.37% to 28.14%.
  • There will be no change in control of the company consequent to this issue.

Eligibility & Undertakings: The company has provided undertakings stating that it, its promoters, and directors are not wilful defaulters, fraudulent borrowers, or fugitive economic offenders. The company is eligible and in compliance with conditions for the preferential issue and continuous listing.

Other Contained Information

  • Scrutinizer: Mrs. Rekha Sejpal, Practicing Company Secretary (Membership No. ACS 75006), has been appointed to scrutinize the e-voting process.
  • Results Declaration: Voting results and the scrutinizer's report will be placed on the company's website (www.emrockgroup.com) and NSDL's website (www.evoting.nsdl.com) within two working days of the EGM.
  • Compliance Officer/Investor Grievance Email: emrockltd@gmail.com
  • EVEN Number: 139535

Notes for Shareholders

  • The EGM is being held through VC/OAVM pursuant to MCA circulars; physical attendance and proxy appointments are not available.
  • Shareholders can inspect relevant documents at the registered office or electronically by sending a request to the company's email.
  • Shareholders holding physical shares are strongly advised to dematerialize them.
  • Detailed instructions for remote e-voting and joining the EGM virtually are provided in the notice.