Board Meeting Details

The Board meeting commenced at 9:45 PM and concluded at 10:15 PM at the company's registered office in Ahmedabad, Gujarat.

Key Decisions Approved

1. Increase in Authorised Share Capital

  • Approved increase from ₹5,50,00,000 (55,00,000 equity shares of ₹10 each) to ₹7,00,00,000 (70,00,000 equity shares of ₹10 each)
  • Subject to approval of members and other statutory/regulatory approvals

2. Alteration of Articles of Association

  • Approved insertion of new Article 7.IV to empower the Company for further issue of securities
  • The new article allows issuance "in any manner whatsoever as the Board may determine including by way of preferential offer or private placement"
  • Subject to approval of members and applicable laws

3. Preferential Issue of Securities

  • Approved issue of up to 6,25,000 Convertible Warrants on preferential basis
  • Issue price: ₹385 per convertible warrant (determined per SEBI ICDR Regulations)
  • Total issue size: ₹24,06,25,000
  • Allottees: Persons belonging to Promoters and Non-Promoter categories
  • Payment terms: 25% payable upfront, 75% payable at time of conversion
  • Conversion terms: 1:1 ratio (each warrant convertible to 1 equity share)
  • Conversion period: Within 18 months from date of allotment
  • Warrants lapse if not converted within stipulated period
  • Subject to shareholder approval via special resolution

4. Investor Allocation Details

| Investor | Pre-issue Holding | Pre-issue % | Warrants Allotted | Post-issue Holding | Post-issue % | Category |

| Mayank A Jani | 1,38,600 | 2.70% | 4,00,000 | 5,35,600 | 9.36% | Promoter |

| Dhirajkumar C Acharya | 4,800 | 0.09% | 1,00,000 | 1,04,800 | 1.82% | Promoter |

| Naynaben D Acharya | 0 | 0.00% | 1,00,000 | 1,00,000 | 1.74% | Promoter |

| Sneh Satishkumar Shah | 40,000 | 0.78% | 25,000 | 25,000 | 1.13% | Non-Promoter |

| Total | 1,83,400 | 3.57% | 6,25,000 | 7,65,400 | 14.05% | |

5. Convening of Extraordinary General Meeting

  • Approved EGM on Saturday, October 10, 2026
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Purpose: Obtaining shareholder approval for all above items
  • EGM notice to be submitted to stock exchange when circulated to members

6. Appointment of Scrutinizer

  • Appointed Mr. Nikunj Kanabar, proprietor of M/s. Nikunj Kanabar & Associates, Practicing Company Secretaries
  • Role: Scrutinizer for remote e-voting process at EGM

Financial Impact

The preferential issue will result in potential fund inflow of ₹24,06,25,000 upon full conversion of all warrants. The capital increase and warrant conversion will dilute existing shareholders' ownership.