Meeting Details

  • Date and Time: Friday, September 11, 2026 at 03:00 P.M. (IST)
  • Type of Meeting: 19th Annual General Meeting
  • Venue: Conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), with deemed venue at the Registered Office: Plot No. EL 79, Electronic Zone, TTC, MIDC, Mahape, Navi Mumbai, Thane – 400710, Maharashtra, India
  • Cut-off date for E-voting: Friday, September 04, 2026

Proposed Resolutions and Implications

Ordinary Business

Item 1: To receive, consider and adopt the audited standalone and consolidated financial statements for FY ended March 31, 2026 with reports of Board of Directors and Auditors.

Item 2: To re-appoint Mr. Ram Agarwal (DIN: 01739245) as Whole Time Director & CEO who retires by rotation. Mr. Agarwal holds 21% shareholding in the company and has 18 years of experience in electrical/electronic control and energy storage solutions.

Item 3: To appoint M/s Valawat and Associates, Chartered Accountants (Firm Registration No.: 003623C) as Statutory Auditors for a term of five years until the conclusion of the 24th AGM, at a remuneration of ₹10,50,000 plus applicable taxes for FY 2026-27.

Item 4: To ratify remuneration of ₹70,000 plus applicable taxes to M/s Y R Doshi & Company, Cost Accountants (Firm Registration No.: 000003) as Cost Auditors for FY 2026-27.

Special Business

Item 5: To alter the Main Objects Clause of Memorandum of Association by adding authorization for end-to-end system integration, IT infrastructure solutions, digital technology services, renewable energy integration, Battery Energy Storage Systems (BESS) projects, and related services for government and commercial clients in India and abroad.

Item 6: To issue up to 29,43,717 Convertible Warrants on preferential basis to 22 non-promoter entities at ₹147 per warrant, aggregating ₹43,27,26,399. Each warrant convertible into 1 equity share (face value ₹10 at premium ₹137) within 18 months from allotment date.

Voting Process and Methods

  • Remote e-voting period: September 8, 2026 (9:00 AM) to September 10, 2026 (5:00 PM)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Physical voting: Not available due to VC/OAVM meeting format
  • Voting methods: Shareholders can vote through NSDL e-Voting system using various login methods based on their holding type (demat with NSDL/CDSL or physical)
  • Scrutinizer: Mr. Sandeep Parekh (F-7118, CP No. 7693), Proprietor of M/s. Sandeep P Parekh & Co., Practicing Company Secretaries appointed to ensure fair and transparent voting process

Key Voting Information

  • Register of Members/Share Transfer Books closure: September 5, 2026 to September 11, 2026 (both days inclusive)
  • Members entitled to vote: Those appearing in Register of Members/list of Beneficial Owners as of September 4, 2026
  • Voting rights: Proportional to share in paid-up equity share capital as on cut-off date
  • Result declaration: Within two working days from AGM conclusion, to be placed on company website and stock exchange websites

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 (particularly Sections 108, 139, 141, 142, 148, 152)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Companies (Management and Administration) Rules, 2014
  • Secretarial Standard 2 on General Meetings
  • MCA Circulars (General Circular No. 14/2020 and subsequent circulars including General Circular No. 03/2025)
  • SEBI Circulars (including October 03, 2024 circular)

Signatories and Roles

  • Sachin Gupta, Company Secretary and Compliance Officer (Membership No: F12500) - Prepared and signed the notice
  • Mr. Sandeep Parekh - Appointed as Scrutinizer for the voting process

Additional Financial and Procedural Information

  • Preferential Issue Details: The warrant issue requires 25% payment (₹36.75 per warrant) upfront and 75% balance upon conversion. Warrants and resultant shares subject to lock-in as per SEBI ICDR Regulations
  • Valuation: Floor price determined at ₹146.94 per warrant based on 90-day VWAP on NSE. Independent valuation by Ms. Kavita Joshi, Registered Valuer, determined fair value at ₹145.78 per warrant
  • Shareholding Pattern: Pre-issue promoter holding at 72.83% (4,28,78,664 shares), which would reduce to 69.36% post full conversion of warrants
  • Utilization of Funds: ₹43.27 crore to be used for working capital requirements within 24 months from receipt
  • Document Availability: Notice and relevant documents available on company website (www.prostarm.com), stock exchange websites, and NSDL website