EGM Details

  • Meeting Date: Thursday, August 20, 2026
  • Time: 3:00 PM IST
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Cut-off Date: Thursday, August 13, 2026 (for determining voting eligibility)
  • Scrutinizer: Ms. Prachi Bansal, Practicing Company Secretary (Membership No. A43355)

E-Voting Schedule

  • Commencement: Monday, August 17, 2026 (9:00 AM IST)
  • End: Wednesday, August 19, 2026 (5:00 PM IST)

Agenda Items

1. Preferential Warrant Issue

Resolution Type: Special Resolution

Key Terms:

  • Instrument: Up to 6,21,00,000 warrants
  • Exercise Ratio: 1 warrant = 1 equity share of face value ₹1
  • Issue Price: ₹15 per warrant
  • Total Issue Size: ₹93,15,00,000
  • Allottees: 53 identified persons/entities (public category)
  • Relevant Date: Tuesday, July 21, 2026 (for floor price determination)

Payment Structure:

  • Upfront Payment: 25% (₹23,28,75,000) at subscription
  • Exercise Payment: 75% (₹69,86,25,000) upon conversion

Conversion Timeline: Warrants must be exercised within 18 months from allotment date. Unexercised warrants will be forfeited after 18 months.

Utilization of Proceeds:

  • 75% (₹74,52,00,000) for working capital requirements
  • 25% (₹18,63,00,000) for general corporate purposes
  • Utilization Period: Within 24 months from receipt of funds

Valuation:

  • Valuer: A. N. Gawade, Registered Valuer (IBBI/RV/05/2019/10746)
  • Valuation Price: ₹14.20 per share
  • Issue Price: ₹15.00 per warrant (premium of ₹14 per warrant)

Shareholding Impact:

  • Current Paid-up Capital: 4,50,78,000 equity shares
  • Post-Issue Capital: 10,71,78,000 equity shares (fully diluted)
  • Promoter Holding Dilution: From 16.80% to 7.06%
  • Public Holding Increase: From 83.20% to 92.94%

Lock-in Requirements: Warrants and resultant equity shares subject to lock-in as per SEBI ICDR Regulations Chapter V.

2. Appointment of Mahendra Soni as Independent Director

Resolution Type: Special Resolution

Details:

  • DIN: 11046273
  • Current Status: Additional Director (Non-Executive & Independent) since May 30, 2026
  • Proposed Term: Five consecutive years until May 29, 2031
  • Qualifications: B.COM, expertise in finance, accounting, corporate administration
  • Remuneration: To be approved by Board and shareholders
  • Committee Memberships: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee

3. Appointment of Ranjit Kumar Pandey as Independent Director

Resolution Type: Special Resolution

Details:

  • DIN: 02632421
  • Current Status: Additional Director (Non-Executive & Independent) since May 30, 2026
  • Proposed Term: Five consecutive years until May 29, 2031
  • Qualifications: B.COM & LLB, expertise in legal affairs, corporate governance
  • Remuneration: To be approved by Board and shareholders
  • Committee Memberships: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee

4. Adoption of Amended Memorandum of Association

Resolution Type: Special Resolution

Purpose: To align the existing MOA with Companies Act, 2013 provisions, including realignment of Object Clause and Liability Clause according to Table A of Schedule I. No change to main objects of the Company.

5. Adoption of New Articles of Association

Resolution Type: Special Resolution

Purpose: To adopt new Articles of Association in conformity with Companies Act, 2013 requirements, replacing the existing Articles.

Financial Impact

The preferential warrant issue could potentially increase the company's equity capital by 137.8% and raise ₹93.15 crore for working capital and corporate purposes. The warrant conversion will result in significant dilution of existing shareholders' stakes.