Key Dates

  • EGM Date: Tuesday, July 07, 2026
  • EGM Time: 02:30 PM (IST)
  • EGM Venue: 107, Sudershan Office Complex, Nr Mithakhali Under Bridge, Navrangpura, Ashram Road P.O, Ahmedabad, Gujarat, India, 380009
  • Remote E-voting Period: Commences Saturday, July 04, 2026 at 09:00 AM, ends Monday, July 06, 2026 at 05:00 PM
  • Cut-off Date for Voting Rights: Tuesday, June 30, 2026

Detailed Agenda & Resolutions

1. Appointment of Statutory Auditors (Ordinary Resolution)

To appoint M/s Bhatt Shah Mekhia & Co., Practicing Chartered Accountants (Firm Registration No. 129797W), as the Statutory Auditor of the Company for the Financial Year 2025-26 until the ensuing AGM in 2026.

2. Increase in Authorized Share Capital (Ordinary Resolution)

  • To increase the Authorized Share Capital from the existing ₹1,11,00,00,000 (Rupees One Hundred and Eleven Crore) divided into 11,10,00,000 Equity Shares of ₹10 each to ₹1,26,00,00,000 (Rupees One Hundred and Twenty-six Crore) divided into 12,60,00,000 Equity Shares of ₹10 each.
  • This represents an increase of ₹15,00,00,000 (₹15 crore).
  • Clause V of the Memorandum of Association will be altered to reflect this change.

3. Preferential Issue of Equity Shares for Non-Cash Consideration (Special Resolution)

  • Purpose: To issue shares as consideration for the acquisition of equity stakes in three target companies:
  • 47.27% (8,965 shares) of Gromo Trading Private Limited
  • 47.94% (52,022 shares) of Samyak Enterprise Private Limited
  • 49.34% (9,740 shares) of Shital Trade Link Private Limited
  • Issue Details:
  • Total Shares: Up to 6,30,00,000 (Six Crore Thirty Lakh) Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹15.50 per share (₹10 face value + ₹5.50 premium)
  • Total Issue Size: ₹97,65,00,000 (₹97.65 crore)
  • Allottees (Non-Promoters):
  • Gromo Trading Private Limited: 2,00,00,000 shares
  • Samyak Enterprise Private Limited: 2,05,00,000 shares
  • Shital Trade Link Private Limited: 2,25,00,000 shares
  • Pricing Basis: The Relevant Date for pricing is Friday, June 05, 2026. The price of ₹15.50 is based on a valuation report from CS Abhishek Chhajed, an Independent Registered Valuer (RV Reg. No. IBBI/RV/03/2020/13674), dated June 05, 2026, and is higher than the formula-based SEBI ICDR floor price (90-day VWAP: ₹10.95; 10-day VWAP: ₹11.50).
  • Lock-in: The shares will be subject to lock-in as per SEBI ICDR Regulations and a further mutually agreed period.
  • Allotment Timeline: Allotment to be completed within 15 days of passing the resolution or 15 days from receipt of the last regulatory approval.
  • Post-issue Capital Impact: The post-issue paid-up capital is projected to increase from 5,51,58,758 shares to 12,54,58,758 shares (including the impact of Resolution 4).

4. Preferential Issue of Equity Shares for Cash (Special Resolution)

  • Purpose: To raise funds for the purchase of land.
  • Issue Details:
  • Total Shares: 73,00,000 (Seventy-Three Lakh) Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹15.50 per share (₹10 face value + ₹5.50 premium)
  • Total Issue Size: ₹11,31,50,000 (₹11.32 crore)
  • Allottees (Non-Promoters):
  • Jinanshi Consultancy Private Limited: 72,00,000 shares
  • Reeya Kothari: 1,00,000 shares
  • Pricing Basis: Same as Resolution 3 (Relevant Date: June 05, 2026; Valuation Report from CS Abhishek Chhajed).
  • Utilization of Proceeds: ₹11.31 Crores for 'Purchase of Land' within 18 months of receipt.
  • Monitoring Agency: Brickwork Ratings India Private Limited appointed, as the total fundraise from Resolutions 3 & 4 exceeds ₹100 crore.
  • Lock-in: Subject to lock-in as per SEBI ICDR Regulations.

5. Appointment of Managing Director (Ordinary Resolution)

To regularize the appointment of Mr. Rahilahmed Jafarbhai Shaikh (DIN: 11413227) as Managing Director for a term of 5 years with effect from December 06, 2025.

6. Appointment of Independent Director (Special Resolution)

To regularize the appointment of Mr. Tushar Rameshbhai Bhatt (DIN: 11476133) as a Non-Executive Independent Director for a term of 5 years with effect from January 13, 2026.

7. Appointment of Independent Director (Special Resolution)

To regularize the appointment of Ms. Asha Pravin Ughade (DIN: 11524542) as a Non-Executive Independent Director for a term of 5 years with effect from February 05, 2026.

8. Change in Director Designation (Ordinary Resolution)

To approve the change in designation of Mr. Akash Prakash Patil (DIN: 11524328) from Executive Director to Non-Executive Non-Independent Director (liable to retire by rotation).

9. Appointment of Executive Director (Ordinary Resolution)

To appoint Mr. Debu Sardar (DIN: 11488279), currently an Additional Director, as an Executive Director liable to retire by rotation.

10. Shifting of Registered Office (Special Resolution)

To approve the shifting of the Registered Office of the Company from the State of Gujarat to the State of West Bengal. The exact address in West Bengal is to be finalized by the Board. This requires subsequent approval from the Regional Director.

E-voting & Meeting Logistics

  • The company is providing a facility for remote e-voting through NSDL.
  • Members can also vote electronically at the EGM.
  • The notice has been dispatched to all members and is available on the company's designated Google Drive link, BSE website, and NSDL e-voting portal.
  • Detailed instructions for e-voting and joining the meeting via VC/OAVM are provided in the notice.

Financial and Capital Impact

  • Post-resolution 2 (Capital Increase): Authorized Capital will be ₹126 Cr.
  • Post-resolutions 3 & 4 (Preferential Issues): The company will issue 7.03 Cr new shares, raising total equity capital by ~₹109 Cr. This will significantly dilute existing shareholders.
  • Current Shareholding Pattern (as of March 31, 2026): 5,51,58,758 shares outstanding with no promoter holding. Major non-promoter holdings include Bodies Corporate (55.49%) and Individuals (43.53%).