Key Resolutions and Details

1. Change in Designation of Mr. Rajesh Ghosh

  • Resolution Type: Special Resolution
  • Current Designation: Director
  • Proposed Designation: Managing Director
  • DIN: 00327645
  • Term: Five years from 28th February 2026 to 27th February 2031
  • Remuneration: ₹12,00,000 per annum plus perquisites and allowances
  • Background: Mr. Ghosh holds an MBA and was appointed as Additional Director on 28th February 2026 and confirmed as Director at the 32nd AGM on 03rd June 2026.

2. Appointment of Ms. Khusbu Agrawal as Independent Director

  • Resolution Type: Special Resolution
  • DIN: 09847254
  • Category: Non-Executive Independent Director
  • Term: Five years from 01st July 2026 to 30th June 2031
  • Status: Appointed as Additional Director effective 01st July 2026, now seeking shareholder approval
  • Declaration: Has submitted declaration of independence under Section 149(6) of Companies Act, 2013

3. Appointment of Ms. Sweta Agarwal as Independent Director

  • Resolution Type: Special Resolution
  • DIN: 11247147
  • Category: Non-Executive Independent Director
  • Term: Five years from 01st July 2026 to 30th June 2031
  • Status: Appointed as Additional Director effective 01st July 2026, now seeking shareholder approval
  • Declaration: Has submitted declaration of independence under Section 149(6) of Companies Act, 2013

4. Appointment of Statutory Auditor to Fill Casual Vacancy

  • Resolution Type: Ordinary Resolution
  • Previous Auditor: M/s. Kapish Jain and Associates (resigned)
  • New Auditor: M/s. Kale Malde and Co, Chartered Accountants (Firm Registration No. 154422W)
  • Appointment Date: 01st July 2026 by Board of Directors
  • Term: Until conclusion of ensuing Annual General Meeting
  • Remuneration: To be determined by Board in consultation with auditor

5. Acquisition of 51% Stake in Truvolt Engineering Co Private Limited

  • Resolution Type: Special Resolution
  • Acquisition Target: Up to 63,23,700 equity shares of Truvolt Engineering Co Private Limited
  • Percentage: Approximately 51% of paid-up equity share capital
  • Consideration: Share swap arrangement
  • Shares to Issue: Up to 1,26,47,400 equity shares of Harmony Capital
  • Face Value: ₹10 per share
  • Issue Price: ₹66 per share (₹10 face value + ₹56 premium)
  • Total Consideration: ₹83,47,28,400
  • Share Exchange Ratio: 2:1 (2 Harmony shares for every 1 Truvolt share)
  • Valuation: Conducted by Mr. CA Prashant Ghorela, Independent Registered Valuer (IBBI Registration No. IBBI/RV/06/2021/14003)
  • Relevant Date: 17th July 2026 for price determination
  • Allotment Timeline: Within 15 days of resolution passing or regulatory approvals
  • Post-acquisition Status: Truvolt will become a subsidiary of Harmony Capital
  • Lock-in: Subject to lock-in requirements under SEBI ICDR Regulations

List of Proposed Allottees (139 entities):

The preferential allotment will be made to 139 entities including promoters, promoter group, and non-promoter public shareholders. Major allottees include:

  • Dorni Vinimoy Private Limited (Promoter): 34,06,000 shares
  • Timely Financial Consultants Pvt Ltd (Promoter Group): 12,00,000 shares
  • Lifewood Shoppers Private Limited (Promoter Group): 12,00,000 shares
  • Kakoli Ghosh (Promoter Group): 5,89,900 shares
  • Manav Poddar (Non-Promoter): 8,89,000 shares

6. Increase in Foreign Investment Limit

  • Resolution Type: Special Resolution
  • Current Limit: Not specified in document
  • Proposed Limit: Up to 100% of paid-up equity share capital
  • Applicable To: Foreign Portfolio Investors (FPIs) registered with SEBI
  • Conditions: Subject to sectoral caps under FEMA and other applicable regulations
  • Purpose: Broaden investor base, enhance liquidity, attract foreign investment

7. Approval of Material Related Party Transactions

  • Resolution Type: Special Resolution
  • Parties Involved: Dorni Vinimoy Private Limited, Timely Financial Consultants Private Limited, Lifewood Shoppers Private Limited, Mrs. Kakoli Ghosh
  • Nature of Transaction: Acquisition of their Truvolt shares through the share swap arrangement
  • Value: Part of the ₹83,47,28,400 total consideration
  • Approvals: Audit Committee and Board have already approved

Voting Process Details

  • Cut-off Date: Friday, 10th July 2026
  • Remote e-Voting Period: Saturday, 18th July 2026 (9:00 IST) to Sunday, 16th August 2026 (17:00 IST)
  • Service Provider: MUFG Intime India Private Limited (InstaVote platform)
  • Scrutinizer: Mr. Ajay Yadav, Practicing Company Secretary (Membership No. ACS 75958)
  • Result Declaration: On or before 17th August 2026
  • Result Display: Company website, MUFG Intime website, BSE website, and Registered Office

Financial Information (Reference)

  • 2025-26 Net Profit: ₹26.60 lakhs
  • 2024-25 Net Profit: (₹60.47) lakhs (loss)
  • 2023-24 Net Profit: (₹6.73) lakhs (loss)
  • 2023-24 Turnover: ₹0.64 lakhs

Capital Structure Impact

  • Current Paid-up Capital: 1,21,26,900 equity shares (as inferred from shareholding pattern)
  • Shares to be Issued: Up to 1,26,47,400 equity shares
  • Post-issue Capital: 2,47,74,300 equity shares
  • Dilution: Significant dilution to existing shareholders

Corporate Governance

  • All resolutions recommended by respective committees (Nomination & Remuneration Committee, Audit Committee)
  • Board approval obtained on 16th July 2026
  • Independent valuation reports obtained for fair valuation
  • Compliance with all applicable SEBI and Companies Act requirements

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