AGM and Book Closure Details

The 53rd AGM is scheduled to be held on Saturday, August 29, 2026, at 1:00 P.M. through physical mode at the company's registered office at Kanganwal Road, V.P.O. Jugiana, G.T. Road, Ludhiana-141120, Punjab.

For the purpose of the AGM, the Register of Members & Share Transfer Books will remain closed from Sunday, August 23, 2026, to Saturday, August 29, 2026 (both days inclusive).

The cut-off date for determining eligibility to vote (both remote e-voting and at the AGM) is Saturday, August 22, 2026.

The company has engaged Central Depository Services (India) Limited (CDSL) to provide the remote e-voting facility. The remote e-voting period is from 9:00 A.M. on Wednesday, August 26, 2026, to 5:00 P.M. on Friday, August 28, 2026.

Agenda Items for Shareholder Approval

Ordinary Business

1. To receive, consider, and adopt the Financial Statements for the financial year ended March 31, 2026, and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Smt. Vaneera Garg (DIN: 01283990), who retires by rotation and, being eligible, offers herself for reappointment.

Special Business

3. Re-appointment of Cost Auditors: To pass an Ordinary Resolution to ratify the remuneration of ₹25,000.00 plus out-of-pocket expenses payable to M/s. Anju Pardesi, Cost Accountants (Firm's Registration No. 003448), for conducting the audit of the cost records for the Financial Year ending March 31, 2027.

4. Approval of Material Related Party Transactions (RPTs): To pass an Ordinary Resolution granting omnibus approval for the company to enter into material RPTs during FY 2026-27 with specified related parties, with the following annual value limits:

  • Vaneera Industries Limited (Promoter Group Company): Aggregate value of transactions for Purchase/Sale of Goods, Rent Received, Lease of Machinery, and Acquisition of shares shall not exceed ₹200.00 crore.
  • Devinder Garg (Managing Director and Promoter): Aggregate value for Corporate Guarantee Received and Remuneration shall not exceed ₹1.00 crore.
  • Vaneera Garg (Whole Time Director and Promoter): Aggregate value for Remuneration shall not exceed ₹1.00 crore.
  • Toshak Garg (Managing Director and Promoter): Aggregate value for Remuneration shall not exceed ₹1.00 crore.

The company's annual consolidated turnover for FY 2025-26 is stated as ₹295.12 Crores, making any transaction exceeding ₹29.51 Crores (10% of turnover) material and requiring shareholder approval. The transactions are stated to be at arm's length and in the ordinary course of business.

5. Preferential Issue of Warrants: To pass a Special Resolution to approve the creation, offer, and allotment of up to 13,98,000 (1.398 million) convertible warrants on a preferential basis.

  • Issue Price: ₹126.50 per warrant.
  • Total Issue Size: ₹17,68,47,000 (₹17.68 crore).
  • Conversion: Each warrant is convertible into 1 equity share of ₹10 face value at a premium of ₹116.50 per share.
  • Conversion Period: Within 18 months from the date of allotment of warrants.
  • Payment Terms: 25% of the issue price (₹31.625 per warrant) is payable upfront upon subscription. The remaining 75% (₹94.875) is payable upon conversion.
  • Relevant Date for Pricing: Thursday, July 30, 2026 (30 days prior to the shareholder meeting).
  • Allottees and Number of Warrants:
  • Promoter & Promoter Group (₹15.18 cr): Davinder Garg (3,00,000), Vaneera Garg (3,00,000), Toshak Garg (3,00,000), Daksh Garg (3,00,000).
  • Non-Promoter (₹2.50 cr): Sangeeta Pareekh (51,000), Securocrop Securities India Private Limited (1,02,000), Saket Agarwal (30,000), Vanshika Sharma (3,000), Manit Sawhney (12,000).
  • Purpose: To raise funds for capital expenditure for business expansion, working capital requirements, and other general corporate purposes.
  • Share Capital Impact: The current equity share capital is ₹68,08,700 (6.8087 million shares). Upon full conversion of all warrants, the post-issue capital will be ₹82,06,700 (8.2067 million shares), resulting in a dilution of approximately 17.1%.
  • Lock-in: The warrants and the underlying shares will be subject to a lock-in as per SEBI ICDR Regulations. The pre-preferential allotment shareholding of the allottees will also be locked-in for 90 trading days from the date of allotment.

Other Contained Information

  • E-Voting Instructions: Detailed instructions for shareholders to vote remotely via CDSL's platform are provided, including helpdesk contacts.
  • Shareholder Services: Notices emphasize the mandatory requirement for shareholders to update PAN, KYC details, bank account information, and nomination details. Dividend payments will be made only electronically.
  • Explanatory Statement: A comprehensive explanatory statement under Section 102 of the Companies Act, 2013, provides detailed justification and disclosures for all special business items.
  • Director Information: An annexure provides details for Smt. Vaneera Garg, who is seeking reappointment. Her remuneration for FY 2025-26 was ₹18,00,000 per annum.

Financial and Operational Impact

  • The preferential issue of warrants is intended to raise ₹17.68 crore for capex and working capital, which is expected to enhance the company's business.
  • The approval for RPTs provides a framework for ongoing transactions with promoter group entities, capped at significant values (₹200 cr with Vaneera Industries Ltd.).
  • The cost of the warrant issue and the potential future equity dilution are quantified.