Meeting Details

  • Date: Thursday, July 2, 2026
  • Time: 11:30 A.M. IST
  • Type: Extraordinary General Meeting (EGM)
  • Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Deemed Venue: Registered Office at 5th Floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurgaon – 122016, Haryana

Proposed Resolution and Implications

Item No. 1: Special Resolution for Preferential Issue of Convertible Warrants

The company proposes to issue up to 51,55,00,000 (Fifty One Crore Fifty Five Lakh) convertible warrants aggregating ₹1000,07,00,000 (One Thousand Crore and Seven Lakh Rupees) through preferential allotment.

Key Terms of the Issue:

  • Issue Price: ₹19.40 per warrant (₹2 face value + ₹17.40 premium)
  • Allottees:
  • Phanes Limited (Promoter Group): 22,52,50,000 warrants (₹436.985 crore) - 7.86% post-issue equity
  • Hermes Limited (Promoter Group): 14,02,50,000 warrants (₹272.085 crore) - 4.89% post-issue equity
  • EBISU Global Opportunities Fund Limited (Non-Promoter): 10,00,00,000 warrants (₹194 crore) - 3.49% post-issue equity
  • Nyaasa Global Fund VCC – Nyaasa India EM Sub Fund (Non-Promoter): 5,00,00,000 warrants (₹97 crore) - 1.74% post-issue equity

Conversion Terms:

  • Each warrant convertible into 1 equity share of ₹2 face value
  • 25% payment (₹4.85) at allotment, balance 75% (₹14.55) payable before conversion
  • Conversion period: 18 months from allotment date
  • Mandatory conversion if 75% payment received but no exercise notice
  • Warrants lapse if not converted within 18 months, with forfeiture of 25% payment

Objects of the Issue:

  • Funding growth plans of subsidiary(ies): ₹400 crore
  • Working capital requirements of the Company: ₹400 crore
  • Working capital requirements of subsidiary(ies): ₹150 crore
  • General corporate purposes: ₹50.07 crore

Pricing Rationale:

  • Relevant Date: June 2, 2026
  • 90-day VWAP: ₹14.89 per share
  • 10-day VWAP: ₹19.33 per share
  • Independent valuation by Manish Malhotra (SEBI Registered Valuer): ₹19.37 per share
  • Final issue price of ₹19.40 is higher than both floor price and valuation report

Voting Process and Methods

Remote E-Voting:

  • Period: Monday, June 29, 2026 (10:00 AM) to Wednesday, July 1, 2026 (5:00 PM)
  • Cut-off date for voting rights: Thursday, June 25, 2026
  • Service Provider: KFin Technologies Limited
  • Scrutinizer: Mr. Nishant Mittal, Proprietor of M/s. N Mittal & Associates

Voting Methods:

1. Individual demat holders: Through NSDL/CDSL platforms using single login credentials

2. Physical shareholders and non-individual demat holders: Through KFintech's e-voting platform

3. Voting during EGM: Integrated with VC/OAVM platform for those who haven't voted remotely

Key Voting Provisions:

  • Members cannot appoint proxies for this VC/OAVM meeting
  • Facility available for first 2000 members on first-come-first-served basis
  • If votes cast by both remote and meeting methods, remote voting prevails

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 (Sections 23, 42, 62(1)(c))
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Companies (Share Capital and Debenture) Rules, 2014
  • Foreign Exchange Management Act, 1999 and relevant rules
  • MCA Circulars dated September 22, 2025, and subsequent circulars
  • SEBI Master Circular dated January 30, 2026

Signatories and Roles

  • Ram Mehar: Company Secretary (FCS: 6039) - Signed the notice and explanatory statement
  • Nishant Mittal: Scrutinizer (Membership No. 553860) - Appointed to scrutinize e-voting process
  • KFin Technologies Limited: Service provider for e-voting and VC/OAVM facilities

Additional Information

  • Monitoring Agency: Acuite Ratings & Research Limited appointed for monitoring utilization of proceeds
  • Lock-in Period: Warrants and resultant equity shares subject to lock-in as per SEBI ICDR Regulations
  • Post-issue Promoter Holding: Expected to increase from 32.91% to 39.79% on fully diluted basis
  • No change in control anticipated post-issue
  • The company confirms it is not classified as wilful defaulter and promoters are not fugitive economic offenders