Postal Ballot Background and Process

The Board of Directors approved the postal ballot process on September 30, 2026, to seek shareholder consent for three special resolutions. The record date was set as September 25, 2026, with 34,496 shareholders eligible to vote. National Securities Depository Limited (NSDL) served as the service provider for remote e-voting. Mr. Harshad Ashok Pusalkar (Membership No. F10576) of M/s. Pusalkar & Co. was appointed as the scrutinizer. The voting period commenced on October 02, 2026 (9:00 AM IST) and concluded on October 31, 2026 (5:00 PM IST).

Resolutions Approved

1. Appointment of Ms. Priyanka Sinha as Non-Executive Independent Director

  • DIN: 06379983
  • First term of two consecutive years from August 12, 2026 to August 11, 2028
  • Originally appointed as Additional Director (Independent) effective August 12, 2026
  • Declaration submitted confirming independence criteria under Section 149(6) of Companies Act and Regulation 16(1)(b) of SEBI LODR Regulations

2. Appointment of Mr. Rahul Arun Shetty as Non-Executive Independent Director

  • DIN: 08733159
  • First term of two consecutive years from September 21, 2026 to September 20, 2028
  • Originally appointed as Additional Director (Independent) effective September 21, 2026
  • Declaration submitted confirming independence criteria under Section 149(6) of Companies Act and Regulation 16(1)(b) of SEBI LODR Regulations

3. Approval for Issue of Optionally Convertible Debentures

Issue Details:

  • Up to 1,000 secured, unrated, unlisted, redeemable OCDs
  • Face value: ₹10,00,000 each
  • Total issue size: ₹100,00,00,000 (₹100 crore)
  • Allottee: RevX Special Credit Opportunities Fund II (nominated under binding term sheet dated September 02, 2026)
  • Conversion ratio: 1 OCD = 16,105 equity shares
  • Conversion price: ₹62.09 per equity share (predetermined)
  • Relevant date for price determination: October 01, 2026

Financial Terms:

  • Coupon: 13% per annum, compounded monthly, payable quarterly
  • Redemption premium: 6.50% per annum, compounded monthly
  • Additional coupon: 1.50% of amount disbursed, payable on deemed allotment date
  • Default interest: 2% per month over coupon, redemption premium, and additional coupon
  • Tenor: Up to 18 months from deemed date of allotment
  • Lock-in period for make-whole: 6 months from allotment date

Conversion and Redemption Terms:

  • Investor can convert OCDs after lock-in period (up to 10% of total exposure or ₹10 crore, whichever is higher)
  • Company may voluntarily redeem with 1.5% prepayment penalty (minimum ₹20 crore prepayment)
  • Investor redemption option available after lock-in period
  • If not converted between 12-16 months, Company nominee must purchase at full outstanding amount

Security Package:

  • First ranking pari passu charge with Axis Bank Limited and Investor over current assets and movable assets
  • First ranking pari passu mortgage over multiple immovable properties in Mumbai, Thane/Palghar, Rewari, Valsad, and Delhi
  • Exclusive first ranking charge over ISRA fixed deposits and mutual funds (minimum ₹1.50 crore)
  • Pari passu charge over escrow account for 100% cash flows
  • Pari passu pledge/non-disposal undertaking over company shares
  • Cross-collateralization with ₹30 crore NCDs through charges over Incubit Pipavav Terminal Private Limited assets
  • Post-dated cheques, demand promissory notes

Utilization of Proceeds:

  • General corporate purposes, working capital, and business requirements
  • Repayment/refinancing of existing secured indebtedness (Investor approved)
  • Payment of transaction costs, fees, stamp duty, and expenses

Regulatory Compliance:

  • Allotment to be completed within 15 days of resolution passing
  • Equity shares allotted upon conversion to be listed on stock exchanges
  • Compliance with SEBI ICDR Regulations, including Regulations 161-170
  • Regulatory lock-in on OCDs from allotment date
  • Equity shares from conversion subject to transfer restrictions under Regulation 167(3)

Corrigendum Details

A corrigendum was issued on October 19, 2026, with three amendments:

1. Conversion price corrected from ₹62.27 to ₹62.09 per equity share

2. Conversion ratio corrected from 16,059 to 16,105 equity shares per OCD

3. Clarification that the issue will not result in any change in control or management (post-issue holding of allottees: 3.06%)

Voting Results

Based on scrutinizer's report dated November 02, 2026 submitted to Mr. Ayush Goel, Chairman:

Resolution 1 (Ms. Priyanka Sinha appointment):

  • Votes in favor: 92 (99.99%)
  • Votes against: 15 (0.01%)
  • Invalid/abstained: 0 (0%)
  • Result: Passed

Resolution 2 (Mr. Rahul Arun Shetty appointment):

  • Votes in favor: 94 (99.99%)
  • Votes against: 13 (0.00%)
  • Invalid/abstained: 0 (0%)
  • Result: Passed

Resolution 3 (OCD issue):

  • Votes in favor: 92 (99.26%)
  • Votes against: 16 (0.74%)
  • Invalid/abstained: 0 (0%)
  • Result: Passed

Additional Information

  • Notice dispatched via email on October 01, 2026
  • Newspaper advertisements published in Financial Express and Mumbai Lakshadeep on October 02, 2026
  • All documents uploaded on company, NSDL, NSE, and BSE websites
  • Board authorized to take necessary actions to implement the resolutions