Key Board Approvals

1. Authorized Share Capital Increase: Approved increasing existing authorized share capital from ₹100,00,00,000 (100 crore equity shares of Re. 1/- each) to ₹20,00,00,00,000 (2,000 crore equity shares of Re. 1/- each).

2. Preferential Issue of Securities: Approved issue, offer, and allotment of up to 25,60,00,000 convertible warrants on preferential basis to non-promoter category persons.

  • Issue price: ₹2.10 per convertible warrant
  • Total amount: ₹53,76,00,000
  • Payment terms: 25% payable upfront, 75% payable at conversion
  • Conversion ratio: 1:1 (each warrant convertible into 1 equity share)
  • Conversion period: Within 18 months from allotment date
  • Subject to shareholder approval at AGM on September 23, 2026

3. FCCB Conversion: Approved allotment of 18,18,79,020 fully paid-up equity shares of face value ₹1 each to M/s. Emerging Market Opportunities Ltd. upon receipt of notice for partial conversion of 19 FCCBs of principal value aggregating USD 19,00,000.

  • Conversion price: ₹1 per equity share
  • Exchange rate: INR 95.7258 per USD (as on August 24, 2026)
  • Post-conversion paid-up equity share capital: ₹94,38,06,060 divided into 94,38,06,060 equity shares
  • Remaining outstanding FCCBs: 240 FCCBs of principal amount USD 1,00,000 each listed at Afrinex Exchange

4. Annual General Meeting: Fixed date of 34th Annual General Meeting on September 23, 2026, at 12:30 pm through Video Conferencing/Other Audio-Visual Means.

5. Scrutinizer Appointment: Appointed M/s Nikunj Kanabar and Associates, Practising Company Secretary as scrutinizer for e-voting results and AGM proceedings.

6. CFO Resignation: Accepted resignation of Mr. Manoj Kumar Sharma, Chief Financial Officer, effective closing business hours of August 25, 2026, due to personal reasons.

7. New CFO Appointment: Based on Nomination and Remuneration Committee recommendation, approved appointment of Mr. Pradeep Agarwal as Chief Financial Officer effective September 1, 2026.

  • Mr. Agarwal is a seasoned Chartered Accountant with over 25 years of experience across IT, ITES, Infrastructure, Manufacturing, and Banking sectors
  • Expertise includes financial strategy, private equity, IPOs, banking facilities, ERP implementations, financial restructuring, and cost optimization

Preferential Issue Investor Details

The proposed preferential issue involves 13 investors from non-promoter category:

  • Janak Jitendra Doshi: 5,00,000 warrants (0.79% post-issue holding)
  • Manish Chanda HUF: 90,00,000 warrants (0.75% post-issue holding)
  • Satyam S Joshi HUF: 50,00,000 warrants (0.42% post-issue holding)
  • Usha Girish Shah: 14,00,00,000 warrants (11.67% post-issue holding)
  • Chaitiya Girish Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Arvind Hirji Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Bhavna Sanjay Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Girish Hirji Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Sanjay Hirji Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Smit Shailesh Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Urmila Shailesh Shah: 90,00,000 warrants (0.75% post-issue holding)
  • Mayur Kapadnis: 1,50,00,000 warrants (1.25% post-issue holding)
  • Gauri Kapadnis: 1,50,00,000 warrants (1.25% post-issue holding)

Total: 25,60,00,000 warrants (21.38% post-issue holding including FCCB conversion shares)

Meeting Details

The Board meeting commenced at 06:00 pm and concluded at 08:00 pm on August 25, 2026.