Nature of the Disclosure

This document is a Postal Ballot Notice and accompanying explanatory statement from ideaForge Technology Limited, dispatched to its shareholders on June 04, 2026. The notice is issued pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its purpose is to seek shareholder approval, through a remote e-voting process, for two special resolutions.

Key Quantitative Figures

The primary financial figure disclosed is a proposed fundraising amount of up to ₹5,000 million (Rupees Five Thousand million only). This is the aggregate ceiling for the capital to be raised.

Dates of Action and Key Timelines

  • Board Meeting Date: June 03, 2026 (Date when the Board approved the resolutions).
  • Cut-off Date: Friday, May 29, 2026 (Date for determining shareholder eligibility to vote).
  • E-voting Commencement: Friday, June 05, 2026, at 9:00 A.M. IST.
  • E-voting Conclusion: Saturday, July 04, 2026, at 5:00 P.M. IST.
  • Result Declaration: On or before Monday, July 06, 2026 (within 48 hours of e-voting conclusion).

Parties Involved

  • Issuing Company: ideaForge Technology Limited (CIN: L31401MH2007PLC167669).
  • Stock Exchanges: BSE Limited (Scrip Code: 543932) and National Stock Exchange of India Limited (Symbol: IDEAFORGE).
  • Registrar and Transfer Agent (RTA): MUFG Intime India Private Limited (formerly Link Intime India Private Limited).
  • E-voting Service Provider: National Securities Depository Limited (NSDL).
  • Scrutinizer: Mr. S. N. Viswanathan (COP 24335) or, failing him, Ms. Ashwini Vartak (COP 16723) of S. N. ANANTHASUBRAMANIAN & CO., Company Secretaries.
  • Regulatory Bodies: The notice is issued under the purview of the Companies Act, 2013, SEBI Listing Regulations, and various circulars from the Ministry of Corporate Affairs (MCA) and SEBI.

Purpose and Rationale

Resolution 1 (Fundraising): The purpose is to finance the company's funding requirements for existing and new growth opportunities. This includes capital expenditure (greenfield/brownfield), working capital, loans/investments in subsidiaries/affiliates, product development/R&D, exploration of acquisition opportunities, debt prepayment/repayment, and general corporate purposes.

Resolution 2 (Alteration of AOA): The purpose is to amend the company's Articles of Association to replace the existing specific definition of 'Promoters' (naming individuals) with a dynamic definition that aligns with the meaning prescribed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations). This is intended to ensure regulatory consistency and avoid ambiguity.

Details of Proposed Resolutions

1. Raising of Funds (Special Resolution):

  • Amount: Up to ₹5,000 million.
  • Instruments: Equity Shares, fully/partly convertible debentures, non-convertible debentures with warrants, other equity-linked securities, convertible preference shares, GDRs, ADRs, FCCBs, or any combination thereof.
  • Methods: Public issue, preferential allotment, private placement, Qualified Institutions Placement (QIP), or any other permissible mode, in one or more tranches.
  • Investors: Qualified Institutional Buyers (QIBs), foreign/domestic institutions, mutual funds, FPIs, NRIs, pension funds, etc., as permitted by law.
  • Pricing: To be determined in accordance with applicable laws and regulations. For a QIP, the price cannot be less than the calculated 'Floor Price', with a possible discount of up to 5%.
  • Ranking: Any equity shares issued will rank pari-passu with the existing equity shares of the company.
  • Authority: The Board of Directors (or a committee thereof) is seeking broad authorization to execute this fundraising with full discretion on terms, timing, and investors, without requiring further shareholder approval.

2. Alteration of Articles of Association (Special Resolution):

  • Specific Change: Replacing the definition of 'Promoters'.
  • Existing Clause: Defines 'Promoters' as "Mr. Ankit Mehta, Mr. Ashish Bhat, Mr. Rahul Singh and Mr. Vipul Joshi".
  • Proposed Clause: "Promoter shall have the same meaning as defined under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018".
  • This amendment is a partial modification of special resolutions passed on September 06, 2025.

Voting Process Details

  • The notice is being sent only electronically to shareholders whose email IDs are registered with the RTA/depositories as of the cut-off date (May 29, 2026).
  • Shareholders can vote remotely via the NSDL e-Voting platform (www.evoting.nsdl.com).
  • Detailed instructions for login and voting are provided for shareholders holding shares in both demat and physical form.
  • The scrutinizer will validate the e-voting process and submit a report to the Chairman.
  • The results will be announced by July 06, 2026, and displayed on the websites of BSE, NSE, NSDL, and the company (https://ideaforgetech.com).

Financial and Capital Structure Impact

  • Fundraising Impact: The issuance of new securities will lead to dilution of existing shareholders' ownership, the extent of which will depend on the final issue size, price, and instrument chosen. The specific impact on Earnings Per Share (EPS) or other metrics is not quantified in this disclosure.
  • Cash Flow Implications: The fundraising will result in a cash inflow of up to ₹5,000 million. The intended use of proceeds is outlined, but a detailed breakdown is not provided.

Governance and Interests

  • The Board recommends both resolutions for shareholder approval.
  • It is stated that none of the Directors, Key Managerial Personnel, or their relatives are concerned or interested, financially or otherwise, in the resolutions, except to the extent of their shareholding.

#Tags: #ideaForge #Fundraising #SEBIDisclosure #RegulatoryCompliance #PostalBallot