EGM Details

The Extra-Ordinary General Meeting of members of Resourceful Automobile Limited will be held on Thursday, October 08, 2026 at 12:00 P.M. IST through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The dispatch of the notice to members was initiated on September 16, 2026.

Business to be Transacted: Special Business - Item No. 1

Issuance of Convertible Equity Warrants by way of Preferential Issue

A Special Resolution is proposed to be passed for the following:

Key Resolution Terms:

  • Instrument: Issuance of up to 3,00,000 (Three Lakh) Convertible Equity Warrants.
  • Conversion Right: Each warrant carries a right to subscribe to 1 (One) Equity Share of face value ₹10 each.
  • Issue Price: ₹51 per warrant (₹10 face value + ₹41 premium).
  • Total Issue Size: ₹1,53,00,000 (Rupees One Crore Fifty-Three Lakhs Only).
  • Allottee: The warrants are to be issued on a preferential basis solely to Mr. Rahul Sawhney (Promoter).
  • Conversion Period: The warrant holder can exercise the conversion option to get allotted equity shares within 18 (Eighteen) months from the date of allotment of the warrants.
  • Pricing Justification: The price of ₹51 is higher than the minimum price of ₹50.85 computed as per SEBI ICDR Regulation 164. The Relevant Date for pricing is Tuesday, 8th September 2026 (30 days prior to the EGM date).
  • Payment Structure: 25% of the issue price (₹12.75 per warrant) is payable upfront at the time of warrant subscription. The remaining 75% (₹38.25 per warrant) is payable at the time of conversion.
  • Lapse Condition: If the warrants are not converted within 18 months, they shall lapse and the amount paid upfront shall be forfeited by the Company.
  • Lock-in: The warrants and the resultant equity shares will be subject to a lock-in as prescribed under Chapter V of the SEBI ICDR Regulations.
  • Listing: The resultant equity shares will be listed on BSE where the company's shares are currently listed.
  • Share Rights: Equity shares allotted upon conversion will rank pari-passu with existing equity shares in all respects, including voting rights and entitlement to dividend for the financial year in which allotment is made.

Objects of the Issue and Utilization of Proceeds

The proceeds from the issue (aggregating to ₹1.53 crore) are proposed to be utilized for the following purposes:

1. Expansion of Business (₹75,00,000): Opening and establishment of new showrooms in Delhi/National Capital Region (NCR) and other suitable locations for the sale and distribution of electric vehicles and allied products and services. Funds are intended to be utilized within 6 months from receipt.

2. Working Capital Requirements (₹75,00,000): To meet the working capital needs of the Company and its subsidiaries.

3. General Corporate Purposes (₹3,00,000): Meeting ongoing general corporate exigencies and contingencies (up to 25% of issue proceeds).

Pending utilization, the management may temporarily invest the funds in creditworthy instruments like money market mutual funds and bank deposits.

Shareholding Pattern Impact

  • Pre-Issue Paid-up Capital: 26,55,945 equity shares (as on 31st March 2026).
  • Post-Issue Paid-up Capital (on full conversion): 29,55,945 equity shares.
  • Promoter Holding Change: Pre-issue promoter holding was 61.41% (16,31,143 shares). Post-full conversion, it will increase to 65.33% (19,31,143 shares).
  • Mr. Rahul Sawhney's Holding Change: His individual holding will increase from 45.63% (12,11,947 shares) to 51.15% (15,11,947 shares).
  • Public Shareholding: Will decrease from 38.59% to 34.67%, but the company confirms it will maintain the minimum 25% public shareholding as required.

Regulatory and Compliance Information

  • Board Approval: The proposal was approved by the Board of Directors at its meeting held on 2nd September 2026.
  • Valuation Report: A valuation report was obtained from Mr. Bhavin R Patel, Independent Registered Valuer (IBBI Regd. No. IBBI/RV/05/2019/11668), dated 2nd September 2026, as required by Regulation 166A of ICDR Regulations.
  • Company Secretary Certificate: A certificate from Ms. Mayuri Sinha, Practicing Company Secretary (ACS No A48931), certifying compliance with ICDR Regulations, will be made available.
  • Applicable Regulations: The issue is governed by Sections 23, 42, 62(1)(c) of the Companies Act, 2013, SEBI ICDR Regulations, 2018, SEBI LODR Regulations, 2015, and other applicable rules.
  • Undertakings: The company has provided undertakings confirming that it, its promoters, and directors are not wilful defaulters, fraudulent borrowers, or fugitive economic offenders. The company is in compliance with all continuous listing conditions.
  • In-Principle Approval: An application for in-principle approval will be made to BSE on the same day this notice is sent to shareholders.

EGM Logistics and Voting

  • Cut-off Date for Voting Rights: Thursday, 1st October 2026.
  • Remote e-Voting Period: Opens on Monday, 5th October 2026 at 09:00 AM and closes on Wednesday, 7th October 2026 at 05:00 PM via CDSL.
  • Scrutinizer: Ms. Mayuri Sinha, Practising Company Secretary, has been appointed to scrutinize the e-voting process.
  • VC/OAVM Attendance: Members can join the meeting 15 minutes before its commencement. The facility is available on a first-come-first-served basis for 1000 members, excluding large shareholders, promoters, institutional investors, directors, KMPs, etc.

Other Disclosures

  • The explanatory statement provides detailed disclosures as required under Section 102 of the Companies Act, 2013.
  • No preferential allotment has been made by the company during the financial year 2026-27 prior to this proposal.
  • The pre-issue shares held by the proposed allottee are in dematerialized form.