Key Decisions Approved

1. Preferential Issue of Convertible Equity Warrants

The Board of Directors approved the issuance and allotment of up to 3,00,000 (Three Lakh) Convertible Equity Warrants to promoter Rahul Sawhney, subject to shareholder approval and other necessary approvals.

Key Terms:

  • Each warrant carries right to subscribe to one equity share
  • Issue price: ₹51 per warrant (including warrant subscription price and warrant exercise price)
  • Face value: ₹10 per share
  • Premium: ₹41 per share
  • Total issue size: ₹1,53,00,000 (One Crore Fifty-Three Lakh)
  • The warrants may be issued in one or more tranches

Regulatory Framework:

  • Compliance with Chapter V of SEBI ICDR Regulations, 2018
  • Sections 23, 42 and 62(1) of Companies Act, 2013
  • Companies (Prospectus and Allotment of Securities) Rules 2014
  • Companies (Share Capital and Debentures) Rules 2014
  • SEBI Listing Regulations

2. Convening of Extra Ordinary General Meeting

The Board approved convening an EGM with draft notice to be dispatched to shareholders seeking approval for:

  • Issuance of warrants convertible into equity shares through preferential issue to promoter category persons

3. Appointment of Scrutinizer

The Board appointed Ms. Mayuri Sinha, Practicing Company Secretary (Membership No: A48931), Proprietor of M/s. Mayuri Sinha & Co., Company Secretaries as Scrutinizer to conduct the e-voting/voting process in fair and transparent manner.

Shareholding Impact Analysis

Preferential Allotment Details:

  • Allottee: Rahul Sawhney (Promoter)
  • Number of warrants: 3,00,000
  • Pre-issue shareholding: 12,11,947 equity shares (45.63%)
  • Post-issue shareholding: 15,11,947 equity shares (51.15%)
  • Increase in promoter holding: 5.52 percentage points
  • Number of allottees: 1 (Single allottee)

Meeting Details

  • Date: 2nd September, 2026
  • Time: 5:30 PM to 6:00 PM
  • Venue: Registered Office of the Company

Next Steps

  • Requires shareholder approval by special resolution in ensuing Extra-Ordinary General Meeting
  • Subject to other regulatory approvals as applicable