The following Special Business items were approved:

1. Adoption of New Memorandum of Association: Members approved the adoption of a new set of Memorandum of Association in conformity with the Companies Act, 2013, substituting the existing one.

2. Adoption of New Articles of Association: Members approved the adoption of a new set of Articles of Association, based substantially on Table F of the Companies Act, 2013, substituting the existing one and incorporating amendments aligned with the Companies Act, 2013 and SEBI Listing Regulations.

3. Alteration of Object Clause: Members approved the alteration of the Object Clause (Clause III) of the Memorandum of Association. The existing Clause III(A) and III(B) were substituted in their entirety with revised clauses to enable the company to undertake a new line of business in consumer electronics, mobile phones, mobile accessories, computer hardware, and allied products.

4. Appointment of Director: Members approved the appointment of Mr. Faizal Bavaraparambil Abdul Khader (DIN: 07729191) as a Non-Executive Non-Independent Director, liable to retire by rotation. He was initially appointed as an Additional Director (Non-Executive, Non-Independent) effective from 20th April 2026, and this EGM served to regularize his appointment.

5. Borrowing Powers (Section 180(1)(c)): Members authorized the Board of Directors to borrow money, with the aggregate outstanding borrowings (excluding temporary loans from bankers) not to exceed ₹200,00,00,000 (Rupees Two Hundred Crore) at any point.

6. Investments/Loans/Guarantees (Section 186): Members authorized the Board to make investments, extend loans, provide guarantees, and/or offer securities in excess of limits prescribed under Section 186 of the Companies Act, 2013, up to an aggregate amount not exceeding ₹50,00,00,000 (Rupees Fifty Crore).

7. Loans to Interested Persons (Section 185): Members authorized the Board to advance loans, give guarantees, or provide securities in connection with loans to persons or body corporates in whom any Director is interested, up to an aggregate amount not exceeding ₹25,00,00,000 (Rupees Twenty-Five Crore).

8. Material Related Party Transactions for FY 2026-27: Members approved entering into and/or continuation of material related party transaction(s) with related parties during Financial Year 2026-27 for an aggregate value not exceeding ₹26,80,00,000 (Rupees Twenty-Six Crore Eighty Lakhs).

Detailed Director Information (Mr. Faizal Bavaraparambil Abdul Khader)

  • DIN: 07729191
  • Date of Initial Appointment: 20th April 2026 (as Additional Director)
  • Date of EGM Approval: 17th July 2026
  • Listed/Public Company Directorships (past 3 financial years): Safa Systems & Technologies Limited, Kanone Technologies Limited, B. P. Capital Limited, RCC Cements Limited.
  • Brief Profile: He is a Bachelor of Commerce and CA Intermediate with nearly 18 years of experience in manufacturing, trading, and distribution across industries including plywood, spices, resins, petrochemicals, and consumer electronics. He has expertise in business development, operations management, distribution network expansion, and strategic growth initiatives.

Reason for Constitutional Changes

The existing Memorandum and Articles of Association were framed under the Companies Act, 1956 and contained references to obsolete provisions. The changes were made to align the constitutional documents with the Companies Act, 2013, applicable SEBI Regulations, and prevailing corporate governance practices. The alteration of the object clause specifically facilitates the commencement of the company's new line of business.

Effective Date

The resolutions were effective from 17th July 2026, subject to the filing of necessary e-forms with the Registrar of Companies and completion of applicable statutory formalities.