Board Meeting Details

The Meeting of the Board of Directors commenced at 06:30 P.M. and concluded at 06:46 P.M. via Video-Conferencing or other Audio-visual means (OAVM).

Key Decisions Approved

1. Rights Issue for Fundraising

The Board approved fundraising by way of a Rights Issue of fully-paid up equity shares for a maximum amount up to ₹50,00,00,000 (Fifty Crores).

Key Details:

  • Type of securities: Fully paid-up Equity Shares
  • Total number of securities proposed: 2,77,70,571 (Two Crores Seventy Seven Lakhs Seventy Thousand Five Hundred Seventy One) equity shares
  • Face value: ₹10 per share
  • Subject to receipt of necessary approvals under Companies Act, 2013 and SEBI (ICDR) Regulations, 2018

Governance Structure:

  • Board constituted a 'Rights Issue Committee' to decide other terms and conditions
  • Committee will determine: issue size, issue price, rights entitlement ratio, record date, timing, terms and schedule of payment
  • Record date for eligible shareholders to be notified later

2. Acquisition of ICM Insurance Brokers Private Limited

The Board approved acquisition of M/s. ICM Insurance Brokers Private Limited, subject to receipt of necessary approvals, consents, permissions and sanctions.

Target Company Details:

  • Name: ICM Insurance Brokers Private Limited
  • Industry: Insurance
  • Date of incorporation: 02/04/2008
  • Authorised Share Capital: ₹2,00,00,000 divided into 2,00,00,000 Equity Shares of Face Value of ₹1 each
  • Issued, Subscribed & Paid-up Share Capital (Post Transaction): ₹2,55,10,300 divided into 2,55,10,300 Equity Shares of Face Value of ₹1 each
  • Turnover History:
  • FY 2025-2026: ₹3,142.21 Lakhs (Provisional)
  • FY 2024-2025: ₹1,063.38 Lakhs
  • FY 2023-2024: ₹371.13 Lakhs

Acquisition Terms:

  • Acquisition percentage: 51% shareholding
  • Consideration type: Cash Consideration
  • Cost of Acquisition: Approximately ₹29,92,36,900 (based on valuation report)
  • Time period for completion: 90 days subject to necessary approvals
  • Related party transaction: Yes (Directors of target entities and the Company are common)
  • Transaction basis: Arm's length basis

Strategic Rationale:

  • Company proposes to expand business operations into allied and complementary activities
  • Aligns with long-term growth strategy
  • Expected to enhance business opportunities, diversify operations, and create value for stakeholders

Regulatory Approvals:

  • Governmental or regulatory approvals: Not Applicable (as per disclosure)