Meeting Details

  • Date: Friday, November 13, 2026
  • Time: 03:00 PM (IST)
  • Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM)
  • Type: First Extraordinary General Meeting for the financial year 2026-27

Proposed Resolutions and Implications

Item No. 1: Increase in Authorized Share Capital and Alteration of Memorandum of Association

  • Resolution Type: Ordinary Resolution
  • Current Authorized Capital: ₹40,00,00,000 divided into 8,00,00,000 equity shares of ₹5 each
  • Proposed Authorized Capital: ₹50,00,00,000 divided into 10,00,00,000 equity shares of ₹5 each
  • Increase: Creation of 2,00,00,000 additional equity shares
  • Implication: Clause V of the Memorandum of Association will be altered to reflect the revised capital structure
  • Purpose: To facilitate growth and expansion of business and meet future capital requirements

Item No. 2: Issue and Allotment of Convertible Warrants on Preferential Basis

  • Resolution Type: Special Resolution
  • Security Type: Convertible Warrants
  • Quantity: Up to 1,00,00,000 warrants
  • Conversion Ratio: 1 Warrant = 1 Equity Share of face value ₹5
  • Issue Price: ₹49.82 per warrant (including premium of ₹44.82)
  • Total Consideration: Up to ₹49,82,00,000
  • Allottees: Promoter and Promoter Group (Anoop Agrawal: 45,00,000 warrants, Riddharth Jain: 50,00,000 warrants, Tirth Agrawal: 5,00,000 warrants)
  • Payment Terms: 25% upfront payment, 75% payable upon exercise within 18 months
  • Objects: To finance expenditure for a proposed 4-star hotel at Beverly Plaza and existing commercial real estate business
  • Lock-in: Warrants and resulting equity shares subject to lock-in as per SEBI ICDR Regulations

Voting Process and Methods

  • Voting Methods: Remote e-voting and e-voting during the meeting
  • E-voting Agency: Central Depository Services (India) Limited (CDSL)
  • Cut-off Date: Friday, November 6, 2026
  • Remote E-voting Period:
  • Starts: Tuesday, November 10, 2026 at 9:00 AM
  • Ends: Thursday, November 12, 2026 at 5:00 PM
  • Results Declaration: On or before Sunday, November 15, 2026

Scrutinizer Appointment

  • Name: CS Manish Maheshwari
  • Qualifications: Membership No. 5174, COP No. 3860, Proprietor of M/s. M. Maheshwari & Associates, Practicing Company Secretaries (Peer Review No. 7870/2026)
  • Role: To scrutinize the e-voting process in a fair and transparent manner
  • Report: Will submit report to the Chairperson after completion of scrutiny

Compliance with Laws and Regulations

The EGM is being convened pursuant to:

  • Companies Act, 2013 (Sections 101, 102, 103, 105, 108, 109)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard on General Meetings (SS-2)
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • MCA Circulars regarding conduct of meetings through VC/OAVM

Shareholder Participation and Voting Rights

  • Eligibility: Members as of cut-off date (November 6, 2026)
  • Voting Rights: Proportional to shareholding in paid-up equity capital
  • Attendance: Members can join meeting 15 minutes before/after scheduled time
  • Facility: Available to at least 1000 members on first-come-first-served basis (exceptions for large shareholders, promoters, institutional investors, directors, KMPs)
  • Quorum: Attendance through VC/OAVM will be counted for quorum under Section 103 of Companies Act

Additional Information

  • Valuation Report: Obtained from CA Vaibhav Mandhana, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13124)
  • Relevant Date: October 14, 2026 for determining issue price
  • Floor Price Determination: Higher of 90-day VWAP (₹47.54) and 10-day VWAP (₹49.82)
  • Post-issue Shareholding Pattern:
  • Promoter & Promoter Group: 73.70% (from 70.04%)
  • Public: 26.30% (from 29.96%)
  • Document Availability: All relevant documents available for electronic inspection by members

Technical Implementation

  • The company has provided detailed instructions for shareholders regarding:
  • Remote e-voting procedures for both demat and physical shareholders
  • Joining the virtual meeting through VC/OAVM
  • Registration process for speaking during the meeting
  • Technical support contacts for voting issues
  • Helpdesk details provided for CDSL (1800 21 09911) and NSDL (022-4886 7000, 022-2499 7000)