Detailed Summary

The Board of Directors of Ishaan Infrastructures and Shelters Limited held a meeting on Saturday, 29th August 2026 at the company's registered office in Ahmedabad from 04:00 PM to 06:00 PM. The meeting addressed multiple agenda items under SEBI Listing Regulations.

Capital Structure Changes

  • Approved increase in Authorized Share Capital from ₹7.50 crore (75 lakh equity shares of ₹10 each) to ₹64 crore (6.4 crore equity shares of ₹10 each), representing a 754% increase
  • Subject to approval of shareholders and Securities and Exchange Board of India
  • Requires consequent alteration to the Memorandum of Association

Acquisition Strategy

  • Approved acquisition of 100% share capital of two companies:
  • Blisstering Electronics Private Limited (BEPL)
  • Bliss Cab Electronics Private Limited (BCEPL)
  • Board approved execution of Share Swap Agreement and other necessary documents
  • Acquisition consideration through share swap arrangement (no cash consideration)

Preferential Issue Approval

  • Approved issuance of up to 5,67,51,732 fully paid-up Equity Shares of face value ₹10 each
  • Issue price: ₹14 per equity share (₹10 face value + ₹4 premium)
  • Total issue size: ₹79,45,24,248
  • Shares to be issued on preferential basis for consideration other than cash (share swap)
  • Subject to shareholder approval at ensuing Annual General Meeting and other regulatory approvals
  • To be conducted under Chapter V of SEBI (ICDR) Regulations, 2018 and Companies Act, 2013

Acquisition Details (Annexure-A)

Blisstering Electronics Private Limited (BEPL)

  • Business: Electronic components and devices
  • Authorized Capital: ₹3.50 crore (35 lakh shares of ₹10 each)
  • Paid-up Capital: ₹3.12 crore
  • Turnover: ₹16,469.54 lakhs (FY 2025-26), ₹13,564.08 lakhs (FY 2024-25), ₹12,811.57 lakhs (FY 2023-24)
  • Incorporation Date: 10/05/2016
  • Acquisition Cost: ₹65,59,30,590
  • Share Swap Ratio: 15:1 (15 company shares for every 1 BEPL share)
  • Shares to be issued: 4,68,52,185 equity shares

Bliss Cab Electronics Private Limited (BCEPL)

  • Business: Manufacturing and dealing of wires and cables
  • Authorized Capital: ₹13 crore (1.3 crore shares of ₹10 each)
  • Paid-up Capital: ₹12.31 crore
  • Turnover: ₹131.21 lakhs (as on 31.07.2026)
  • Incorporation Date: 23/04/2026
  • Acquisition Cost: ₹13,85,93,658
  • Share Swap Ratio: 201:250 (201 company shares for every 250 BCEPL shares)
  • Shares to be issued: 98,99,547 equity shares

Transaction Summary

  • Total Acquisition Cost: ₹79,45,24,248
  • Total Shares to be Issued: 5,67,51,732
  • Not a related party transaction
  • Industry: Electronics and electrical components
  • Purpose: Business development
  • No governmental approvals required
  • Expected completion: 30 days from stock exchange approval

Investor Allocation (Annexure B-1.1 & B-1.2)

The preferential issue will be allocated to 68 investors. Major allocations include:

  • Ravi Prakash Bothra: 1,99,61,325 shares (31.57% post-issue)
  • Misun Pure Lights Pvt. Ltd.: 69,68,967 shares (11.02% post-issue)
  • Wovetex India Pvt Ltd: 3,82,500 shares (6.05% post-issue)
  • Sandeep Bardia: 3,04,227 shares (4.81% post-issue)
  • Vaaibhav Bothra: 2,46,834 shares (3.90% post-issue)
  • Yasha Bothra: 2,73,750 shares (4.33% post-issue)

Post-issue shareholding pattern shows all 68 investors will hold approximately 89.76% of the expanded capital.

Resignations Accepted

1. Statutory Auditor: M/s. Prakash Tekwani & Associates (FRN: 120253W) resigned effective August 06, 2026. Reason: Remuneration not commercially viable.

2. Secretarial Auditor: M/s. Utkarsh Shah & Co. (FRN: S2022GJ889900) resigned effective August 17, 2026. Reason: Pre-occupation with other professional commitments.

3. Independent Directors:

  • Ms. Priyanka K. Gola (DIN: 09384530) resigned effective August 11, 2026. Reason: Pre-occupation with other professional commitments. She holds directorships in Deep Energy Resources Limited, Chartered logistics Limited, Falcon Techno projects India Limited, and Jyoti Resins and Adhesives Ltd.
  • Mr. Nayan Kamleshbhai Patel (DIN: 11036784) resigned effective August 24, 2026. Reason: Personal reasons and pre-occupation with other professional commitments.

All resigning parties confirmed no material reasons beyond those stated in their resignation letters.

New Appointments

1. Statutory Auditor: Appointed M/s Grover Lalla & Mehta, Chartered Accountants (FRN: 002830N) for 5 years from FY 2026-27 to FY 2030-31, subject to shareholder approval.

2. Secretarial Auditor: Appointed M/s VJ & Associates, Practicing Company Secretaries for FY 2025-2026.

3. Independent Director: Appointed Mr. Atul Chauhan (DIN: 03578401) as Additional Independent Director for 5 years from August 29, 2026 to August 28, 2031. He is an Associate Member of ICSI, law graduate, and commerce graduate with over 15 years experience.

Designation Change

  • Mr. Prakash Chand Bokaria (DIN: 00432792) changed designation from Executive Director to Non-Executive Director effective August 29, 2026.