1. Appointment of Statutory Auditors

Based on the recommendation of the Audit Committee and subject to shareholder approval, the Board approved the appointment of M/s. Shilpi Sharma & Co., Chartered Accountants (Firm Registration No. 021442N), as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s. Luharuka & Associates. The firm will hold office until the conclusion of the ensuing Annual General Meeting. The firm provides professional services in statutory audit, tax audit, internal financial controls audit, taxation, valuation, and consultancy services.

2. Preferential Issue of Equity Shares

Approved issuance of up to 8,55,000 equity shares (face value ₹10 each) to Non-Promoter category investors at ₹81 per share, aggregating ₹6,92,55,000 (₹6.93 crore). The issue requires shareholder approval at the ensuing Extra-Ordinary General Meeting and regulatory approvals.

Investor Details (Equity Shares):

  • 19 investors in total
  • Mayank Chawla: 1,25,000 shares (1.45% post-issue)
  • Zulia Zafar: 1,00,000 shares (1.16% post-issue)
  • Multiple other investors receiving between 10,000-50,000 shares each
  • All investors currently hold 0% except Pooja Chauhan (0.04% pre-issue, 0.49% post-issue)

3. Preferential Issue of Convertible Warrants

Approved issuance of up to 22,20,000 warrants convertible into equity shares to Promoter Group and Non-Promoter category at ₹81 per warrant, aggregating ₹17,98,20,000 (₹17.98 crore). Each warrant is convertible into one equity share within 18 months from allotment date.

Investor Details (Warrants):

  • 17 investors in total
  • Promoter Group: Samarth Jain (1,20,000 warrants), Shweta Raghuvanshi (1,20,000 warrants), Sonia Garg (1,20,000 warrants), Ashita Nagpal (50,000 warrants)
  • Non-Promoters include Ayushi Bhati (3,80,000 warrants), Shankar Nath (3,80,000 warrants), Anjali Jain (3,00,000 warrants), Mehul Gupta (3,00,000 warrants)
  • Several investors show minimal pre-issue holdings with significant post-conversion percentages

4. Proposed Change of Company Name

Board approved in-principle proposal to change company name from "Pankaj Polymers Limited" to "Rupia Tech Limited" or "Rupia Fin Limited" or "Rupia Fintech Limited" or other name approved by ROC/MCA, subject to shareholder and regulatory approvals.

5. Alteration of Memorandum of Association

Board approved alteration of Object Clause (Clause III) of MOA to align with proposed technology and fintech-focused business activities including digital payment solutions, payment aggregation, Bharat Bill Payment System (BBPS) services, digital gifting, e-commerce, software and IT services, and distribution of financial products.

6. Shifting of Registered Office

Board approved shifting of Registered Office from "State of Telangana" to "National Capital Territory of Delhi" under Sections 12 and 13 of Companies Act, 2013, subject to member approval and confirmation by Regional Director, Southeastern Region Ministry of Corporate Affairs.

7. Convening of Extra-Ordinary General Meeting

Board decided to hold EGM on Saturday, August 22, 2026, at 3:00 PM through Video Conferencing/Other Audio-Visual Means at the registered office: 5th Floor, E Block, 105, Surya Towers, Sardar Patel Road, Kurnool, Secunderabad, Telangana-500003.

8. Cut-off Date for E-voting

Fixed Saturday, August 15, 2026, as cut-off date for determining eligibility of members for remote e-voting and voting at the EGM.

9. Appointment of Scrutinizer

Appointed M/s Akash & Co., Practicing Company Secretaries, as Scrutinizer for conducting the e-voting process and voting at the EGM.

Financial Impact: The preferential issues of equity shares and convertible warrants aggregate to ₹24,90,75,000 (₹24.91 crore). The post-issue shareholding percentages are computed on a fully diluted basis assuming full conversion of warrants. The actual post-issue paid-up equity share capital and shareholding pattern may vary depending on actual warrant conversion.

Regulatory References: Regulation 30 of SEBI LODR Regulations, SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, Chapter V of SEBI ICDR Regulations 2018, and Companies Act, 2013.