EGM Details

The Extra-Ordinary General Meeting will be held on Friday, August 21, 2026 at 11:30 a.m. IST through Video Conferencing/Other Audio-Visual Means. The record date for determining members entitled to vote is Friday, August 14, 2026.

Special Business Items

Item 1: Approval of Amendments to Loan Agreements
  • Special resolution to approve Supplementary Agreement to Loan Agreement executed on May 7, 2025 with Jhaveri Credits and Capital Limited (Promoter Group)
  • Originally approved by members through Postal Ballot on May 2, 2025
  • Board approved on July 13, 2026
  • Enables conversion of outstanding Unsecured Inter Corporate Loan into equity shares
  • Loan amount: ₹22,92,68,745 (as disclosed in explanatory statement)
Item 2: Issuance of Equity Shares on Conversion of Loan
  • Special resolution for preferential allotment of 8,33,700 equity shares at ₹275 per share (face value ₹10 + premium ₹265)
  • Total value: ₹22,92,67,500
  • To Jhaveri Credits and Capital Limited (Promoter Group)
  • Conversion of outstanding loan without fresh cash inflow
  • Relevant date for pricing: July 22, 2026
  • Shares to be allotted within 15 days of resolution approval
  • Lock-in period as per SEBI ICDR Regulations
  • Pre-issue share capital: 2,61,50,176 shares
  • Post-issue share capital: 2,69,83,876 shares
  • Promoter holding increases from 46.17% to 47.83%
Item 3: Issuance of Warrants Convertible into Equity Shares
  • Special resolution for preferential allotment of 11,00,000 warrants at ₹275 per warrant
  • Total issue size: ₹30,25,00,000
  • To four promoter group individuals:
  • Harsh Vishnubhai Patel: 300,000 warrants
  • Nupur Vishnubhai Patel: 300,000 warrants
  • Zalak Harsh Patel: 300,000 warrants
  • Kamlaben Vitthalbhai Patel: 200,000 warrants
  • 25% payment (₹68.75 per warrant) upfront, 75% (₹206.25) on conversion
  • Conversion period: 18 months from allotment
  • Each warrant convertible into 1 equity share
  • Funds to be used for working capital requirements
  • Estimated utilization: ₹756.25 lakh in 2026-27, ₹2268.75 lakh in 2027-28
  • Fully diluted post-warrant conversion share capital: 2,80,83,876 shares
  • Promoter holding would increase to 49.87% if all warrants converted

Financial and Regulatory Compliance

  • Company obtained valuation report from Mr. Sagar Shah (IBBI/RV/06/2020/13744) with minimum price of ₹266 per share
  • Pricing certificate from M/s. ALAP & CO. LLP, Practicing Company Secretaries
  • Company compliant with listing obligations, no outstanding dues to SEBI/Exchanges
  • No promoters/directors declared as wilful defaulters or fugitive economic offenders
  • Relevant date for pricing: July 22, 2026 (30 days prior to EGM date)

Voting Arrangements

  • Remote e-voting period: August 18, 2026 (9:00 AM) to August 20, 2026 (5:00 PM)
  • E-voting facility provided by NSDL
  • Scrutinizer: M/s. ALAP & CO. LLP (Mr. Anand S Lavingia)
  • No physical attendance permitted due to MCA circulars

Document Availability

  • Notice available on company website: www.dizcoverpraveg.com
  • Also available on BSE website (www.bseindia.com) and NSDL e-voting portal