Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Ice Make Refrigeration Limited
Meeting Details
The EGM will be held on Wednesday, 19th August 2026 at 12:00 PM IST through Video Conferencing/Other Audio Visual Means without physical presence of members. The deemed venue is the registered office at B/1, Vasupujya Chambers, Income Tax Cross Road, Ashram Road, Ahmedabad - 380014.
Proposed Resolutions and Implications
1. Adoption of Amended and Restated Articles of Association
Special resolution to alter existing articles to align with shareholders' agreement executed among the Company, Galilei Holdings Co. Ltd. (formerly Galilei Co. Ltd.), and persons listed in Schedule 1 thereto. The restated articles will incorporate key terms and governance rights agreed under the SHA, effective from the closing date under the share subscription agreement dated 24th July 2026.
2. Preferential Issue of 23,67,573 Equity Shares
Special resolution to issue equity shares to non-promoter category at ₹802.51 per share (including premium of ₹792.51), aggregating ₹190,00,01,010. The allottees are:
- Galilei Holdings Co. Ltd.: 22,42,963 shares for ₹180,00,00,238
- Bhumi Jayeshkumar Patel: 62,305 shares for ₹5,00,00,386
- Shweta Samir Patel: 62,305 shares for ₹5,00,00,386
Proceeds will be utilized for:
- Subscription of 40% shares in joint venture company: ₹352.8 million
- Factory expansion and modification: ₹580 million
- Completion of corporate office and facilities: ₹177 million
- Repayment of financial indebtedness: ₹400 million
- General corporate purposes: ₹390.2 million
3. Approval of Special Rights for Galilei Holdings
Special resolution under Regulation 31B of SEBI LODR to grant special rights including:
- Right to nominate one non-executive director or board observer
- Veto rights over reserved matters
- Pre-emptive rights to maintain proportionate shareholding
- Information and inspection rights
4. Creation of Mortgage/Charge on Assets
Special resolution to create mortgages/charges on company assets up to ₹500 crores to secure term loans/working capital facilities/ECBs/debentures.
Voting Process and Methods
The EGM will be conducted through VC/OAVM with remote e-voting facility provided by CDSL. Physical attendance and proxy appointments are dispensed with.
E-voting period: 9:00 AM on 16th August 2026 to 5:00 PM on 18th August 2026
Cut-off date: 12th August 2026
Scrutinizer: Mr. Kashyap R. Mehta (Membership No. FCS 1821) and failing him, Mr. Yash K. Mehta (Membership No. ACS 43020) of Kashyap R. Mehta & Partners
Key Compliance Aspects
The company has obtained:
- Valuation report dated 23rd July 2026 from CA Roshan Nilesh Vaishnav (IBBI/RV/06/2019/11653) determining fair value at ₹802.51 per share
- Practicing Company Secretary certificate from Kashyap R. Mehta & Partners certifying compliance with SEBI ICDR Regulations
- Appointment of CRISIL RATINGS LIMITED as monitoring agency for fund utilization
The preferential issue price of ₹802.51 is higher than both:
- 90-day VWAP: ₹802.51
- 10-day VWAP: ₹781.85
Shareholding Pattern Impact
Pre-issue promoter holding: 74.20% (1,17,07,973 shares)
Post-issue promoter holding: 64.52% (1,17,07,973 shares)
Post-issue public holding will increase from 25.80% to 35.48%
Galilei Holdings will hold 12.36% post-issue
Additional Information
The notice is being sent only through electronic mode to members whose email addresses are registered. The document is available on company website (www.icemakeindia.com), NSE website (www.nseindia.com), and CDSL e-voting portal (www.evotingindia.com).