Key Resolutions and Details

1. Regularization of Mr. Amitkumar Yogendra Singh as Executive Director
  • Appointed as Additional Director (Executive) effective July 14, 2026
  • Seeking regularization as Executive Director for 5 years (July 14, 2026 to July 13, 2031)
  • DIN: 07211331
  • Will also serve as COO of proposed FinTech Business Segment
  • Remuneration includes ₹60 lakhs per annum plus allowances, incentives up to 100% of annual remuneration, and other benefits
  • Qualification: B.Tech with over 10 years experience in technology development and fintech
2. Regularization of Mr. Santosh Sambhaji Gavade as Independent Director
  • Appointed as Additional Independent Director effective July 14, 2026
  • Seeking regularization as Independent Director for 5 years (July 14, 2026 to July 13, 2031)
  • DIN: 10591572
  • Qualification: MBA-Finance, LL.B., B.Com with 34 years experience
  • Will receive sitting fees as approved by the Board
3. Alteration of Memorandum of Association
  • Deletion of existing objects: Water processing equipment business (Clause III(A)(6)) and power generation business (Clause III(A)(7))
  • Insertion of new fintech objects:
  • Payment Aggregator business subject to RBI authorization
  • Prepaid Payment Instruments issuance subject to RBI approval
  • Payment processing, gateway services, and technology-enabled payment solutions
  • Amendment of incidental objects: Updates to merger/amalgamation, borrowing, distribution, and donation clauses to align with Companies Act, 2013
4. ESOP Grant Exceeding 1% of Issued Capital
  • Grant of 350,000 options to Mr. Jaymin Bipinchandra Patel (Senior VP-Marketing)
  • Under RML Employee Stock Option Plan II 2023
  • Exercise price not less than face value of ₹10 per share
  • Vesting period: 1 year from grant date
  • Exercise period: 4 years from vesting
5. Inter-corporate Loan to Subsidiary
  • Loan of ₹10 crore to Virtual Gain Technologies Private Limited (board-controlled subsidiary)
  • Interest rate: 9% per annum
  • Tenure: 1 year, renewable annually
  • Purpose: Working capital requirements
  • Unsecured nature
6. Preferential Issue of Equity Shares
  • Issue of 300,000 equity shares at ₹90 per share (₹80 premium)
  • Allottee: Zclus (India) Limited (Non-Promoter, Non-QIB)
  • Aggregate consideration: ₹2.7 crore
  • Relevant date for pricing: July 14, 2026
  • Floor price: ₹65.01 as per SEBI ICDR Regulations
7. Preferential Issue of Convertible Warrants
  • Issue of 606,111 warrants convertible into equity shares at ₹90 per share
  • Allottees: 10 non-promoter individuals including directors Amitkumar Yogendra Singh (150,000) and Niti Trivedi (150,000)
  • Aggregate consideration: ₹5.45 crore
  • 25% payment upfront, balance 75% payable within 18 months
  • Conversion period: Within 18 months from allotment

Financial Impact and Utilization

  • Total funds to be raised: ₹8.15 crore (₹2.7cr from shares + ₹5.45cr from warrants)
  • Utilization plan:
  • ₹6 crore for acquisition balance payment for 30% stake in Emirates Holding FZE LLC
  • ₹1.5 crore for investment/loan to subsidiaries
  • ₹65.5 lakh for general corporate purposes
  • Interim use: Funds to be deposited in scheduled commercial banks or invested in creditworthy instruments

Voting Details

  • Cut-off date: July 10, 2026
  • E-voting period: July 15, 2026 (9:00 AM) to August 13, 2026 (5:00 PM)
  • Service provider: NSDL
  • Scrutinizer: CS Deepak Rane, Practicing Company Secretary
  • Result declaration: Within 48 hours of e-voting closure

Capital Structure Impact

  • Pre-issue capital: 62,16,407 equity shares plus 6,40,723 shares in process of listing approval
  • Post-issue capital: 71,22,518 equity shares (assuming full conversion of warrants)
  • Dilution: Non-promoter holding to increase from 99.71% to 99.74%

Documents Available

  • Explanatory statement pursuant to Section 102 of Companies Act, 2013
  • Pricing certificate from CS Deepak Rane
  • Draft amended Memorandum of Association
  • Management agreement dated June 1, 2026