This disclosure, made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details the outcomes of a Board of Directors meeting held on July 02, 2026. The meeting commenced at 12:35 p.m. and concluded at 01:00 p.m.

1. Preferential Issue of Convertible Warrants

The Board considered and approved the issuance of up to 10,68,182 (Ten Lakh Sixty Eight Thousand One Hundred and Eighty Two) Fully Convertible Equity Share Warrants.

  • Face Value: ₹10 per warrant.
  • Exercise Price: ₹110 per warrant.
  • Total Issue Size: ₹11,75,00,020 (Rupees Eleven Crore Seventy Five Lakh Twenty Only).
  • Conversion Terms: Each warrant is convertible into 1 (One) Equity Share of ₹10 each within 18 (Eighteen) months from the date of allotment.
  • Payment Terms: An amount equivalent to 25% of the total issue price shall be paid upfront upon allotment. The remaining 75% is payable upon conversion.
  • Allottees: The warrants are to be issued to one promoter, Mr. Siddhartha Roy Burman, and 11 identified non-promoter entities (as listed in Annexure-A).
  • Legal Basis: The issue is to be made in accordance with Section 42 and Section 62(1)(c) of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, and other applicable rules, subject to shareholder and regulatory approvals.
  • Lapse Condition: Warrants not converted within 18 months will lapse, and the upfront amount paid on them will be forfeited by the company.

2. Shareholding Impact of Warrant Issue

Details of the pre and post-issue shareholding, assuming full conversion of all warrants, were provided:

  • Promoter Allotment: Mr. Siddhartha Roy Burman (Promoter) is allotted 2,27,273 warrants.
  • Pre-issue holding: 16,33,533 shares (8.89%)
  • Post-conversion holding: 18,60,806 shares (9.57%)
  • Non-Promoter Allottees: The 11 other entities are allotted a total of 8,40,909 warrants.
  • Their post-conversion holdings range from 0.09% to 0.47% of the equity share capital.

3. Convening of Extraordinary General Meeting (EGM)

The Board decided to convene an EGM to seek shareholder approval for the aforementioned resolutions.

  • EGM Date: Saturday, August 01, 2026, at 11:30 a.m. (IST).
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
  • Cut-off Date: Saturday, July 25, 2026, for determining eligibility to vote.
  • Voting Period: Remote e-voting will be available from 9:00 a.m. on July 29, 2026, until 5:00 p.m. on July 31, 2026.

4. Board Composition and Governance

Continuation of Directorship: The Board approved the continuation of Prof. (Dr.) Surabhi Banerjee (DIN: 07829304) as an Independent Director after she attained the age of 75 years. This is subject to shareholder approval for her remaining term, which lasts until May 24, 2027.

Appointment of Director: The Board appointed Mr. Sekhar Bhattacharjee (DIN: 05125932) as an Additional Director (Independent Director, not liable to retire by rotation) effective July 02, 2026.

  • Term: 5 (Five) consecutive years, subject to shareholder approval.
  • Profile: Mr. Bhattacharjee has over 35 years of experience in compliance, governance, and legal affairs, with expertise in M&A, IPOs, and handling investigations from agencies like SEBI, CBI, and the Enforcement Directorate. He is an Associate Member of ICSI.

Both directors have confirmed they are not related to any other director and are not debarred from holding office.

5. Amendment to Articles of Association

The Board approved a change to one clause of the company's Articles of Association, subject to approval by the company's members.

#Tags: #KhadimIndia #PreferentialIssue #Warrants #Fundraising #EGM #BoardChange #SEBIDisclosure #RegulatoryCompliance #CorporateGovernance #Neutral