EGM Details

  • Meeting Date: Saturday, August 22, 2026
  • Time: 03:00 PM IST
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Deemed Venue: Corporate Office at B-46, First Floor, Sector-2, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301
  • Cut-off Date: Friday, August 14, 2026
  • Remote e-Voting Period: Wednesday, August 19, 2026 (9:00 AM IST) to Friday, August 21, 2026 (5:00 PM IST)

Agenda Items and Resolutions

ITEM NO. 01: APPOINTMENT OF STATUTORY AUDITORS (Ordinary Resolution)

  • Purpose: To fill casual vacancy caused by resignation of M/s. Luharuka & Associates, Chartered Accountants
  • Proposed Auditor: M/s. Shilpi Sharma & Co., Chartered Accountants (Firm Registration No. 021442N)
  • Term: From July 24, 2026 until conclusion of ensuing Annual General Meeting
  • Remuneration: To be mutually agreed between Board and Auditors
  • Board Approval Date: July 24, 2026

ITEM NO. 02: PREFERENTIAL ISSUE OF EQUITY SHARES (Special Resolution)

  • Security: Up to 8,55,000 Equity Shares of ₹10 each
  • Issue Price: ₹81 per share (₹10 face value + ₹71 premium)
  • Total Issue Size: ₹6,92,55,000
  • Allottees: 19 non-promoter category investors
  • Price Determination: Relevant Date - July 23, 2026; Floor Price - ₹80.48; Issue Price - ₹81
  • Lock-in: As per SEBI ICDR Regulations
  • Allotment Timeline: Within 15 days of resolution passing
  • Purpose: Business expansion, working capital requirements, general corporate purposes

ITEM NO. 03: PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS (Special Resolution)

  • Security: Up to 22,20,000 Warrants convertible into Equity Shares
  • Warrant Price: ₹81 per warrant
  • Total Issue Size: ₹17,98,20,000
  • Conversion Terms: 1 Equity Share per warrant within 18 months at ₹81 (25% paid upfront, 75% on conversion)
  • Allottees: 17 investors (4 promoter group, 13 non-promoter)
  • Lock-in: As per SEBI ICDR Regulations
  • Purpose: Business expansion, working capital requirements, general corporate purposes

ITEM NO. 04: CHANGE OF COMPANY NAME (Special Resolution)

  • Current Name: Pankaj Polymers Limited
  • Proposed Names: Rupia Tech Limited or Rupia Fin Limited or Rupia Fintech Limited
  • Rationale: To align with proposed technology and fintech-focused business activities
  • Approval Required: Ministry of Corporate Affairs/Registrar of Companies

ITEM NO. 05: SHIFTING OF REGISTERED OFFICE (Special Resolution)

  • From: State of Telangana (RoC Hyderabad jurisdiction)
  • To: National Capital Territory of Delhi (RoC Delhi-II jurisdiction)
  • Rationale: Better operational efficiency and administrative convenience
  • Approval Required: Central Government (Regional Director)

ITEM NO. 06: ALTERATION OF OBJECT CLAUSE (Special Resolution)

  • Purpose: To expand business objects to include fintech and technology activities
  • New Objects: Digital payments, payment aggregation, BBPS services, e-commerce, software/IT services, financial product distribution

ITEM NO. 07: APPOINTMENT OF MR. MAYANK CHAWLA (Ordinary Resolution)

  • Designation: Executive Director
  • DIN: 06391962
  • Appointment Date: June 09, 2026 (as Additional Director)
  • Term: To be regularized as Director liable to retire by rotation

ITEM NO. 08: REGULARIZATION OF MR. MAYANK CHAWLA (Special Resolution)

  • Designation: Whole-time Director and Chief Executive Officer
  • Term: 5 years from June 09, 2026
  • Remuneration: Initially without remuneration, with authorization to revise up to Schedule V limits

ITEM NO. 09: REGULARIZATION OF MR. VIKAS GARG (Ordinary Resolution)

  • Designation: Non-Executive and Non-Independent Director
  • DIN: 07871975
  • Appointment Date: June 09, 2026
  • Shareholding: 11,25,000 shares

ITEM NO. 10: REGULARIZATION OF MR. RAHUL NAGAR (Ordinary Resolution)

  • Designation: Non-Executive and Non-Independent Director
  • DIN: 09812836
  • Appointment Date: June 09, 2026
  • Shareholding: 11,25,000 shares

ITEM NO. 11: REGULARIZATION OF MR. SIBA NARAYAN PANDA (Special Resolution)

  • Designation: Non-Executive Independent Director
  • DIN: 09831293
  • Term: 5 years from June 09, 2026
  • Not liable to retire by rotation

ITEM NO. 12: REGULARIZATION OF MS. RICHA KATHURIA (Special Resolution)

  • Designation: Non-Executive Independent Director
  • DIN: 07632571
  • Term: 5 years from June 09, 2026
  • Not liable to retire by rotation
  • Other Directorships: 2 listed companies

Financial Impact

  • Total Fundraising: ₹24.91 crore (Equity) + ₹179.82 crore (Warrants) = ₹204.73 crore
  • Post-issue Capital: ₹8,61,89,000 divided into 86,18,900 Equity Shares
  • Promoter Holding Change: From 58.15% to 42.16% (on fully diluted basis)
  • Public Holding Change: From 41.85% to 57.84% (on fully diluted basis)

Capital Structure Impact

  • Current Paid-up Capital: ₹5,54,39,000 (55,43,900 shares of ₹10 each)
  • Post-preferential Capital: ₹8,61,89,000 (86,18,900 shares of ₹10 each)
  • Dilution: Significant dilution of promoter holding from 58.15% to 42.16%

Corporate Governance Changes

  • Complete board reconstitution with 6 new directors
  • Appointment of 2 independent directors
  • New leadership team with fintech expertise
  • Change in company name and business objects

Voting Arrangements

  • Scrutinizer: Mr. Akash Goel, Practicing Company Secretary
  • e-Voting Platform: KFin Technologies Limited
  • Results Declaration: Within 2 working days of EGM conclusion

Documents Available

  • Explanatory Statement (Annexure B)
  • E-voting instructions (Annexure A)
  • Auditor eligibility certificate
  • Company Secretary certificate for preferential issue