Detailed Summary
1. Increase in Authorized Share Capital
Approved to increase the Authorized Share Capital of the Company from the existing ₹10,00,00,000 (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of ₹10 each to ₹100,00,00,000 (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of ₹10 each. This change is subject to consequent alteration in Clause V of the Memorandum of Association and approval of shareholders at the ensuing Annual General Meeting.
2. Fundraising via Rights Issue
Approved raising funds through the issuance and allotment of Equity Shares (face value ₹10 each) up to an aggregate amount not exceeding ₹90 Crore (Rupees Ninety Crores only) on a rights basis. The issue will be made to eligible equity shareholders of the Company as on a record date to be notified subsequently. The approval is subject to receipt of regulatory/statutory approvals under applicable laws including SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Listing Regulations, and the Companies Act, 2013.
The Board authorized the "Right Issue Committee" (a sub-committee of the Board) to decide all matters relating to the proposed rights issue, including finalization of terms and conditions and the number of equity shares to be issued. The Board has also appointed various intermediaries for the proposed rights issue.
Details as required under SEBI Listing Regulations and Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are provided in Annexure-I:
- Type of securities: Equity Shares
- Type of issuance: Rights Issue
- Total amount: Not exceeding ₹90 crores
- Cancellation/Termination: Not Applicable
3. Approval of Director's Report
Approved the Director's Report of the Company for the financial year 2025-26 along with its annexures.
4. Convening of Annual General Meeting
Approved to convene the 43rd Annual General Meeting (AGM) of the Company on 01st September, 2026, at 03:00 PM (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) in accordance with applicable circulars from the Ministry of Corporate Affairs and SEBI.
5. Appointment of Ms. Pooja Sarkar as Additional Director
Based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Pooja Sarkar [DIN: 11189205] as an Additional Director in the category of Non-Executive Independent Director with effect from 17th July 2026 for a period of five consecutive years (until 16th July 2031), subject to approval of shareholders at the ensuing AGM.
Details from Annexure-II:
- Brief Profile: Company Secretary with more than 4 years of experience in corporate governance & admin assistant with Government of India and Listed Companies. Expertise in analyzing laws, government policies & regulations.
- Relationships between directors: None
- Listed entity directorships: None
- Unlisted entity directorships: None
- Not debarred from holding directorship
- Shares held: NIL
6. Appointment of Ms. Shruti as Additional Director
Based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Shruti [DIN: 10310241] as an Additional Director in the category of Non-Executive Independent Director with effect from 17th July 2026 for a period of five consecutive years (until 16th July 2031), subject to approval of shareholders at the ensuing AGM.
Details from Annexure-III:
- Brief Profile: Over 20 years of professional experience across corporate governance, regulatory compliance, finance, and strategic leadership.
- Relationships between directors: None
- Listed entity directorships: Super Fine Knitters Limited
- Unlisted entity directorships: None
- Not debarred from holding directorship
- Shares held: NIL
7. Appointment of Mr. Sudhanshu Shekhar as Additional Director
Based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Sudhanshu Shekhar [DIN: 06971467] as an Additional Director in the category of Non-Executive Independent Director with effect from 17th July 2026 for a period of five consecutive years (until 16th July 2031), subject to approval of shareholders at the ensuing AGM.
Details from Annexure-IV:
- Brief Profile: Practicing Cost Accountant with Diploma in Information Systems and Security Audit and Forensic Audit. Eleven years post-qualification experience in Cost Audit, Product Costing, Cost Records Preparation, Budgeting, Strategic Decision Making, GST Audit, Direct Taxation, Indirect Taxation and MIS.
- Relationships between directors: None
- Listed entity directorships: None
- Unlisted entity directorships: Kian-M Export Limited, Tick & Tie LLP, Taxoil Global LLP
- Not debarred from holding directorship
- Shares held: NIL
8. Resignation of Mr. Saurabh
Mr. Saurabh [DIN: 10790325] resigned from the post of Additional Non-Executive Independent Director with effect from 17th July 2026 due to pre-occupancy. He confirmed there are no other material reasons for his resignation beyond those mentioned in his resignation letter.
Details from Annexure-V:
- Listed entity directorships: Esquire Money Guarantees Ltd, Rajnish Retail Limited, S G N Telecoms Limited, Goyal Aluminiums Limited, SC Agrotech Limited
9. Resignation of Ms. Reema Magotra
Ms. Reema Magotra [DIN: 09804839] resigned from the post of Additional Non-Executive Independent Director with effect from 17th July 2026 due to pre-occupancy. She confirmed there are no other material reasons for her resignation beyond those mentioned in her resignation letter.
Details from Annexure-VI:
- Listed entity directorships: Alstone Textiles (India) Limited, AVI Polymers Limited, Kaizen Agro Infrabuild Limited, Quasar India Limited, Consecutive Commodities Limited
10. Reconstitution of Board Committees
Reconstituted the following committees with effect from 17th July, 2026:
Audit Committee:
- Mr. Sudhanshu Shekhar (Chairperson, Non-Executive Independent Director)
- Ms. Shruti (Member, Non-Executive Independent Director)
- Mr. Bipinbhai Prajapati (Member, Managing Director)
Nomination and Remuneration Committee:
- Mr. Sudhanshu Shekhar (Chairperson, Non-Executive Independent Director)
- Ms. Shruti (Member, Non-Executive Independent Director)
- Mr. Yagnik Prajapati (Member, Non-Executive Independent Director)
Stakeholders Relationship Committee:
- Mr. Sudhanshu Shekhar (Chairperson, Non-Executive Independent Director)
- Ms. Shruti (Member, Non-Executive Independent Director)
- Mr. Yagnik Prajapati (Member, Non-Executive Independent Director)