Meeting Details

  • Date: Wednesday, September 30, 2026
  • Time: 12:15 P.M. (IST)
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Record Date: Wednesday, September 23, 2026

Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt financial statements for FY ended March 31, 2026, including audited Balance Sheet and Profit & Loss Account with Directors' and Auditors' reports.

2. Re-appointment of Director: Mr. Ashish Jain (DIN: 02196387) retires by rotation and is eligible for re-appointment.

Special Business

3. Appointment of Secretarial Auditors: Appointment of M/s. Akash & Co., Company Secretaries (Peer Review No. 3283/2023) as Secretarial Auditors for 5 consecutive years from FY 2026-27 to FY 2030-31. Remuneration to be mutually agreed between Board and auditors.

4. Appointment of Independent Director: Appointment of Mr. Pankaj Bansal (DIN: 10394872) as Independent Director for 5 years from September 4, 2026 to September 3, 2031. He was appointed as Additional Director effective September 4, 2026.

5. Revision of Managerial Remuneration: Revision of remuneration payable to Mr. Prem Kumar Jain (DIN: 01151409), Managing Director, to maximum limit of ₹48,00,000 per annum for each financial year commencing FY 2026-27. This may exceed limits under Section 197 of Companies Act and Regulation 17(6)(e) of SEBI LODR.

6. Revision of Managerial Remuneration: Revision of remuneration payable to Mr. Atul Jain (DIN: 06608095), CFO & Director, to maximum limit of ₹48,00,000 per annum for each financial year commencing FY 2026-27. This may exceed limits under Section 197 of Companies Act and Regulation 17(6)(e) of SEBI LODR.

7. Increase in Authorized Share Capital: Increase from existing ₹5,50,00,000 (55,00,000 equity shares of ₹10 each) to ₹8,50,00,000 (85,00,000 equity shares of ₹10 each). Consequential alteration of Clause V of Memorandum of Association.

8. Preferential Issue of Warrants: Issuance of up to 30,00,000 warrants convertible into equity shares to non-promoter group persons at price of ₹14 per warrant, aggregating ₹4,20,00,000.

  • Allottees:
  • Shalini Jain: 12,50,000 warrants
  • SRR Tech Consilium Private Limited: 11,00,000 warrants
  • Chirag Jain: 5,00,000 warrants
  • Jay Singh Bardia: 1,50,000 warrants
  • Conversion: Each warrant convertible into 1 equity share of ₹10 face value at premium of ₹4 per share within 18 months from allotment
  • Payment: 25% upfront payment (₹3.50 per warrant) at subscription, 75% (₹10.50 per share) at exercise
  • Relevant Date: August 31, 2026 for price determination
  • Lock-in: Warrants and resulting shares subject to lock-in as per SEBI ICDR Regulations
  • Objects: To achieve RBI net owned fund requirement of ₹10 crore by March 2027, working capital requirements, business expansion

Financial Impact

  • Remuneration Impact: Potential annual outflow of up to ₹96,00,000 for both directors (₹48 lakh each)
  • Capital Increase: Authorized share capital increase by ₹3,00,00,000
  • Fundraising: Potential inflow of ₹4,20,00,000 from warrant issue (₹1,05,00,000 upfront, ₹3,15,00,000 upon conversion)
  • Dilution: Post-issue fully diluted share capital would be 80,10,100 shares from current 50,10,100 shares

Voting Details

  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)
  • Shareholders can join meeting 15 minutes before scheduled time

Director Details

  • Ashish Jain: Holds 5,02,809 equity shares (10.04%), son of Prem Kumar Jain
  • Pankaj Bansal: New independent director, no shares held