The meeting commenced at 04:00 PM and concluded at 05:30 PM.

1. Variation of Terms for 100,000 Preference Shares

The Board approved the variation of the terms/rights of 1,00,000 existing 15% Non-Cumulative Non-Convertible Redeemable Preference Shares (NCRPS) of ₹100 each into 1,00,000 15% Compulsory Convertible Preference Shares (CCPS) of ₹100 each.

Key Details:

  • The CCPS are convertible into 1,00,000 equity shares of face value ₹10 each at a price of ₹100 per share (including a premium of ₹90 per equity share).
  • The conversion price was determined as per Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
  • The allotment is to a single investor: Manoj Dharamshi Rakhasiya (Promoter and Promoter Group).
  • The company has received a consent letter from the preference shareholder as required under Section 48 of the Companies Act, 2013.
  • This is subject to approval from shareholders.

2. Variation of Terms for 150,000 Preference Shares

The Board approved the variation of the terms/rights of 1,50,000 existing 15% Non-Cumulative Non-Convertible Redeemable Preference Shares (NCRPS) of ₹100 each into 1,50,000 15% Compulsory Convertible Preference Shares (CCPS) of ₹100 each.

Key Details:

  • The CCPS are convertible into 1,50,000 equity shares of face value ₹10 each at a price of ₹100 per share (including a premium of ₹90 per equity share).
  • The conversion price was determined as per Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
  • The allotment is to two investors:
  • Manoj Dharamshi Rakhasiya (Promoter and Promoter Group): 1,30,000 CCPS
  • Dhruj Manoj Rakhasiya (Promoter and Promoter Group): 20,000 CCPS
  • The company has received consent letters from the preference shareholders as required under Section 48 of the Companies Act, 2013.
  • This is subject to approval from shareholders.

3. Extraordinary General Meeting (EGM)

The Board approved the notice for an Extraordinary General Meeting (EGM) to be held on Thursday, October 15, 2026, to seek shareholder approval for the aforementioned issues.

4. Appointment of Scrutinizer

The Board appointed M/s. Rawal & Co., Company Secretary, as the Scrutinizer for the process of remote e-voting for the EGM.

Disclosure Annexures (Regulation 30)

The filing includes two annexures (A and B) providing detailed disclosures as required under Regulation 30 of SEBI (LODR) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Annexure A & B Key Facts:

  • Type of Security: Compulsory Convertible Preference Shares (CCPS) of ₹100 each, convertible into equity shares of ₹10 face value at ₹100 per share (including a ₹90 premium).
  • Type of Issuance: Preferential issue in accordance with SEBI (ICDR) Regulations 2018 and the Companies Act, 2013.
  • Total Securities:
  • Annexure A: 1,00,000 CCPS convertible into 1,00,000 equity shares.
  • Annexure B: 1,50,000 CCPS convertible into 1,50,000 equity shares.
  • Investors:
  • Annexure A: Manoj Dharamshi Rakhasiya (1 investor).
  • Annexure B: Manoj Dharamshi Rakhasiya and Dhruj Manoj Rakhasiya (2 investors).
  • Issue Price: CCPS are issued at face value of ₹100 each. The conversion price for equity shares is ₹100 each.
  • Conversion Tenure: The CCPS are compulsorily convertible into equity shares at any time after allotment but on or before the expiry of 18 months from the date of allotment. The company will provide intimation at the time of conversion.
  • Nature of Consideration: Not Applicable (as the transaction involves a variation of terms of existing shares, not a new cash issuance).

Capital Structure Impact

A table provided shows the impact on the shareholding pattern post-issuance:

  • Pre-Issue Holding:
  • Promoter and Promoter Group: 7,372,800 shares (53.4%)
  • Public: 6,434,200 shares (46.6%)
  • Total: 13,807,000 shares (100%)
  • Post-Issue Holding:
  • Promoter and Promoter Group: 7,622,800 shares (54.2%)
  • Public: 6,434,200 shares (45.8%)
  • Total: 14,057,000 shares (100%)

The issuance of 250,000 new equity shares will result in a dilution of the public shareholding and an increase in the promoter group's holding by 0.8%.