1. Approval of Unaudited Financial Results for Q1 FY27

The Board of Directors of Harmony Capital Services Limited, at its meeting held on July 16, 2026, considered and approved the Unaudited Financial Results of the Company for the quarter ended June 30, 2026. The approval was given pursuant to Regulation 33 of the SEBI Listing Regulations. The results were accompanied by a Limited Review Report issued by the company's Statutory Auditors. A copy of the results and the report was enclosed as Annexure-A to the filing.

2. Acquisition of Truvolt Engineering Co Private Limited

The Board approved the acquisition of 63,23,700 equity shares, representing approximately 51% of the paid-up equity share capital of Truvolt Engineering Co Private Limited (CIN: U28112WB1970PTC027849). The acquisition is to be executed through a Share Swap Arrangement from its existing shareholders. Upon completion, Truvolt will become a subsidiary of Harmony Capital Services Limited. The transaction is subject to approval from the company's members, receipt of In-Principle Approval from BSE Limited, and other statutory/regulatory approvals as required. Disclosures under Regulation 30 were enclosed as Annexure-B.

Key Details of Target Company (Truvolt):

  • Incorporated on October 27, 1970
  • Industry: Engineering, Manufacturing, Fabrication and allied industrial activities
  • Turnover: FY 2025-26: ₹315.09 Crore; FY 2024-25: ₹242.60 Crore; FY 2023-24: ₹205.81 Crore
  • The acquisition constitutes a related party transaction as certain promoters/promoter group members of Harmony Capital are also promoters/shareholders of Truvolt. The transaction is being undertaken on an arm's length basis based on independent valuation.
  • Total consideration: ₹83,47,28,400 (Rupees Eighty Three Crores Forty Seven Lakhs Twenty Eight Thousand Four Hundred Only)
  • Expected completion: Within 15 days from receipt of all approvals

3. Preferential Issue of Equity Shares

Subject to member approval and regulatory approvals, the Board approved the issuance and allotment of up to 1,26,47,400 equity shares of face value ₹10 each at an issue price of ₹66 per share (including a securities premium of ₹56 per share). The total issue aggregates to ₹83,47,28,400. The shares will be issued to the existing shareholders of Truvolt Engineering on a preferential basis for consideration other than cash (share swap). Disclosures under Regulation 30 were enclosed as Annexure-C.

Post-allotment impact: The paid-up equity share capital of the company will increase from ₹12,12,69,000 to ₹24,77,43,000. The allotment will be made to 141 proposed allottees.

4. Consideration and Approval of Independent Valuation Reports

The Board took on record and approved two valuation reports dated July 16, 2026, from Mr. CA Prashant Ghorela (IBBI Registration No. IBBI/RV/06/2021/14003):

  • Harmony Capital Valuation: Fair value of equity shares determined at ₹10 per share, with an issue price of ₹66 per share (including a premium of ₹56). The issue price was determined in accordance with SEBI ICDR Regulations and is not less than the floor price.
  • Truvolt Engineering Valuation: Fair value of equity shares determined at ₹132 per share (face value ₹10 + premium ₹122).

Share Exchange Ratio: Based on the fair values (Harmony: ₹66, Truvolt: ₹132), a swap ratio of 1:2 was determined. This means 2 equity shares of Harmony Capital will be issued for every 1 equity share of Truvolt. The Board noted this ratio is fair and reasonable.

5. Approval of Share Swap Agreement

The Board approved the Share Swap Agreement to be executed between the company and the existing shareholders of Truvolt Engineering for the acquisition. The Board authorized Directors, Key Managerial Personnel, and the Company Secretary to finalize and execute the agreement and related documents.

6. Approval of Notice of Postal Ballot

The Board approved the Notice of Postal Ballot with an Explanatory Statement to seek member approval for the transaction via remote e-voting. The notice will be circulated as per the Companies Act, 2013, and SEBI Listing Regulations.

7. Appointment of Scrutinizer

The Board appointed M/s. Ajay Yadav & Associates, Practising Company Secretaries (Membership No. A75958, COP No. 27919), as the Scrutinizer to oversee the remote e-voting process in a fair and transparent manner under Sections 108 and 110 of the Companies Act, 2013.

Meeting Details

The Board meeting commenced at 7:00 PM and concluded at 8:00 PM on July 16, 2026.

The filing was signed by Khyati Mishra, Company Secretary and Compliance Officer (Membership No: 70162). Annexures A, B, C, and D were enclosed with the submission to BSE.