Key Decisions and Approvals

Preferential Issue of Equity Shares

The Board approved the issuance and allotment of up to 40,00,000 (Forty Lakh) Equity Shares of face value of ₹10 each at a price of ₹17 per share (including premium of ₹7 per share), aggregating to ₹6,80,00,000 (Six Crore Eighty Lakh). The allotment is proposed to be made to Promoters and non-promoter/other persons on a preferential basis.

The approval is subject to:

  • Necessary approval of the members of the Company
  • In-principle approval of the stock exchange and other regulatory authorities
  • Compliance with Section 23(1)(b), 42 and 62(1)(c) of the Companies Act, 2013
  • Compliance with Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Compliance with Companies (Share Capital and Debentures) Rules, 2014
  • Compliance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Compliance with SEBI (LODR) Regulations, 2015

Preferential Issue of Convertible Warrants

The Board approved the issuance and allotment of up to 40,00,000 (Forty Lakh) warrants convertible into equivalent number of Equity Shares of face value of ₹10 each at a price of ₹17 per warrant (including the warrant subscription price and the warrant exercise price, including premium of ₹7 each), aggregating to ₹6,80,00,000 (Six Crore Eighty Lakh). The allotment is proposed to be made to Promoters and non-promoter/other persons on a preferential basis.

The approval is subject to the same conditions and regulatory compliances as the equity share issue.

Extraordinary General Meeting

The Board approved convening an Extraordinary General Meeting of the members of the company on Thursday, July 9, 2026, at 5:00 PM (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

Preferential Allotment Committee

The Board constituted a Preferential Allotment Committee for matters relating to preferential allotment of Shares and Warrants and their conversion into shares.

Allotment Details

The annexure provides detailed allocation to 10 allottees:

Promoter Allottees:

1. Sudhir Jain: 4,40,000 warrants (₹74,80,000 consideration)

2. Sunit Jain: 2,20,000 warrants (₹37,40,000 consideration)

3. Neha Jain: 2,20,000 warrants (₹37,40,000 consideration)

4. Samyak Jain: 2,20,000 warrants (₹37,40,000 consideration)

5. Virendra Capital Markets Pvt. Ltd.: 11,00,000 equity shares (₹1,87,00,000 consideration)

Non-Promoter Allottees:

6. Volatile Investment and Finance Pvt Ltd: 4,25,000 equity shares + 11,50,000 warrants (₹2,67,75,000 consideration)

7. Symphony Sales Pvt. Ltd.: 4,25,000 equity shares + 11,50,000 warrants (₹2,67,75,000 consideration)

8. Keti-KJ Constructions (India) Limited: 13,50,000 equity shares (₹2,29,50,000 consideration)

9. KRJ Infraprojects Private Limited: 7,00,000 equity shares (₹1,19,00,000 consideration)

10. Aditya Fincom Private Limited: 6,00,000 warrants (₹1,02,00,000 consideration)

Shareholding Impact

Post-issue shareholding (assuming full allotment of 40,00,000 equity shares and conversion of 40,00,000 warrants into equity shares) would result in significant changes to the capital structure. The post-issue paid-up capital is calculated on a fully diluted basis considering the entire preferential allotment.

Meeting Details

The Board meeting commenced at 5:00 PM and concluded at 5:30 PM on June 12, 2026.

Additional Information

The disclosure is made pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, and SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.