Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable

Nature of Filing / Announcement: Outcome of Board Meeting under Regulation 30 of SEBI LODR Regulations

Audit Opinion:

Not Specified

Key Financial Highlights:

Not Specified

Corporate Actions:

1. Increase in Authorised Share Capital

  • Approved increase in Authorised Share Capital from existing ₹200,00,00,000 (200 crore equity shares of ₹1 each) to ₹250,00,00,000 (250 crore equity shares of ₹1 each)
  • Subject to approval of Members of the Company
  • Consequent alteration of Capital Clause of Memorandum of Association approved

2. Amendment in Share Purchase Agreement

  • Approved amendments to Share Purchase Agreement dated 11th December, 2025
  • Agreement executed among Mr. Jagjit Gouri (Seller), RST International Trading FZE (Buyer 1), and Rama Steel Tubes Limited (Buyer 2)
  • Related to joint acquisition of 100% stake in Automech Group Holding Limited (registered under Abu Dhabi Global Market)
  • Parties agreed to extension of completion date for proposed transaction till 15th December 2026

3. Preferential Issue of Equity Shares

Part I - Cash Consideration (Promoter/Non-Promoter Category)
  • Approved issuance of up to 28,00,00,000 Equity Shares of face value ₹1 each
  • Issue price: ₹5 per share (including premium of ₹4 each)
  • Aggregate amount: ₹140,00,00,000 (One Hundred Forty Crore)
  • Allottees: Mr. Naresh Kumar Bansal (Promoter), Mr. Mangesh Anilpant Duke and Ms. Payal Mangeshrao Duke (Non-Promoters)
Part II - Share Swap Consideration (Non-Promoter Category)
  • Approved issuance of up to 33,28,00,000 Equity Shares of face value ₹1 each
  • Issue price: ₹5 per share (including premium of ₹4 each)
  • Aggregate amount: ₹166,40,00,000 (One Hundred Sixty Six Crore Forty Lakh)
  • Consideration: Share swap towards purchase consideration of 21.62% shareholding of Automech Holding Group
  • Allottee: Mr. Jagjit Gouri
  • Acquisition consideration: AED 64 million equivalent to ₹166.40 Crore

4. Preferential Issue of Convertible Warrants

  • Approved issuance of up to 8,00,00,000 Warrants
  • Each warrant convertible into 1 fully paid-up equity share of face value ₹1 each
  • Warrant issue price: ₹5 per warrant (including premium of ₹4 each)
  • Aggregate amount: ₹40,00,00,000 (Forty Crore)
  • Allottee: Mr. Naresh Kumar Bansal (Promoter Category)
  • Conversion period: Within 18 months from date of allotment

Other Significant Information:

Acquisition Details:

  • Joint acquisition of 100% stake in Automech Group Holding Limited with 8 subsidiaries:
  • Automech Steel Industries LLC
  • Automech Engineering Co. LLC
  • Automech Building Contracting LLC
  • Automech Dewatering & Land Draining LLC
  • Automech Marine Engineering Services LLC
  • Axial Energy LLC
  • Automech Pumps and Land Draining Works Co LLC
  • Automech Marine Ships & Boat Repairing LLC
  • Total consideration: AED 296 million
  • RST International Trading FZE (WOS) to acquire 78.38% stake for AED 232 million
  • Rama Steel Tubes Limited to acquire 21.62% stake for AED 64 million
  • Purpose: Geographical expansion and strengthening presence across UAE in diversified sectors including Steel Fabrications, Assembly, Construction, Installation, Precision Engineering, Contracting Services, Dewatering Management, Marine Engine Services, Manufacturing, Energy, Engineering, Infrastructure

Post-Issue Shareholding Impact:

  • Mr. Naresh Kumar Bansal: Pre-issue 27,97,21,175 shares (17.10%), Post-issue 43,97,21,175 shares (18.88%) including warrant conversion
  • Mr. Mangesh Anilpant Duke: Post-issue 12,00,00,000 shares (5.15%)
  • Ms. Payal Mangeshrao Duke: Post-issue 8,00,00,000 shares (3.44%)
  • Mr. Jagjit Gouri: Post-issue 33,28,00,000 shares (14.29%)