Summary of Key Information:
Reporting Period (Quarter/Year): Not Applicable (Board meeting outcomes)
Nature of Filing / Announcement: Regulatory filing under SEBI LODR Regulations regarding outcome of Board meeting
Date of Board Meeting / Approval: July 24, 2026
Audit Opinion: Not Specified
Auditor's Comment: Not Specified
Key Financial Highlights:
Standalone Results: Not Specified
Consolidated Results: Not Specified
Corporate Actions:
Preferential Issue:
- Approval for issuance of 23,67,573 equity shares of face value ₹10 each
- Issue price: ₹802.51 per share (including premium of ₹792.51 per share)
- Total consideration: ₹1,900,001,010 (One Billion Nine Hundred Million One Thousand Ten Rupees)
- Proposed allottees: Galilei Holdings Co. Ltd. (22,42,963 shares), Ms. Shweta Samir Patel (62,305 shares), Ms. Bhumi Jayeshkumar Patel (62,305 shares)
- Post-issue shareholding: 13.05% of fully diluted capital
- Floor price determined as ₹802.51 per share in accordance with SEBI ICDR Regulations
- Relevant date for preferential issue: July 20, 2026
- Lock-in period as prescribed under SEBI ICDR Regulations
Dividend Declarations:
Not Specified
Share Split/Bonus Issue/Buyback:
Not Specified
Joint Venture Formation:
- Approval for formation of new JV company "Ice Make Horeca Private Limited" (or other ROC-approved name)
- JV between Ice Make Refrigeration Limited and Galilei Holdings Co. Ltd.
- Initial incorporation as wholly owned subsidiary of Ice Make
- Post fund raise: Ice Make to hold 40%, Galilei to hold 60% shareholding
- Total investment: ₹881,900,000 (Ice Make: ₹352,700,000, Galilei: ₹529,200,000)
- Business scope: Manufacturing, assembly, distribution of commercial refrigeration products including upright refrigerators, table-type refrigerators, ice makers, modular blast chillers, and after-sales services
Agreements Executed:
Share Subscription Agreement (SSA):
- Parties: Ice Make Refrigeration Limited, Galilei Holdings Co. Ltd., Mr. Chandrakant P. Patel, Rajendra P. Patel, Mr. Vipul I. Patel
- Purpose: Preferential issue of 22,42,963 equity shares to Galilei at ₹802.51 per share
- Aggregate consideration: ₹180,00,00,238
- Post-issue shareholding: 12.36% of fully diluted capital
Shareholders' Agreement (SHA):
- Parties: Ice Make Refrigeration Limited, Galilei Holdings Co. Ltd., Promoters (Chandrakant P. Patel, Rajendra P. Patel, Vipul I. Patel)
- Key terms: Governance rights, affirmative rights, transfer restrictions (30-month lock-in), pre-emptive rights, information rights
- Special rights for Galilei including board representation and consent requirements
Joint Venture Agreement:
- Parties: Ice Make Refrigeration Limited and Galilei Holdings Co. Ltd.
- Governance: Galilei right to nominate 3 directors, Ice Make right to nominate 2 directors
- Transfer restrictions: 5-year lock-in period for both parties
- Galilei to nominate managing director and head of product development
Amendments to Articles of Association:
- Approval for amendment of AOA to incorporate SHA provisions
- Amendments include special rights for Galilei: board representation, pre-emptive rights, information rights, transfer restrictions
- Subject to shareholder approval
Other Significant Information:
- Board meeting duration: 11:00 AM to 12:10 PM
- Compliance Officer: Mandar Desai, Company Secretary & Compliance Officer
- Company certifications: ISO 9001:2015, ISO 14001:2004, BS OHSAS 18001:2007, CRISIL & CE Certified