Detailed Summary

Meeting Details

  • Date: Wednesday, 30th September 2026
  • Time: 12:00 Noon
  • Venue: Country Inn & Suites, by Radisson, Opposite Bahu Plaza Complex, Gandhi Nagar Extension, Jammu J&K-180004, India
  • Record Date: 4th September 2026 for determining shareholders eligible to vote
  • Register Closure: From Thursday, 24th September 2026 to Wednesday, 30th September 2026 (both days inclusive)

Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt Audited Standalone and Consolidated Financial Statements for FY ended 31 March 2026 with Reports of Board of Directors and Auditors

2. Re-appointment of Director: Mr. Anil Kumar (DIN: 07417538) retires by rotation and is eligible for re-appointment

3. Re-appointment of Director: Mr. Mahadeep Singh Jamwal (DIN: 09106268) retires by rotation and is eligible for re-appointment

Special Business

4. Re-appointment of Mr. Mahadeep Singh Jamwal as Executive Director: Special resolution for re-appointment for one year from 3 March 2027 to 2 March 2028. Additional information in Annexure-2

5. Re-appointment of Dr. Pradeep Kumar Sharma as Independent Director: Special resolution for re-appointment for one year from 3 September 2027 to 2 September 2028. Additional information in Annexure-3

6. Preferential Allotment of Warrants: Special resolution for allotment of up to 22,25,00,000 fully convertible warrants at ₹3.80 per warrant aggregating ₹84,55,00,000

  • Allottees: Promoter & Promoter Group (Rohit Gupta - 8,00,00,000 warrants) and Non-Promoter Public Category (17 entities)
  • Key Allottees: PMC Fincorp Limited (3,00,00,000 warrants), Bridge India Fund (4,25,00,000 warrants)
  • Objects: Working capital requirements (₹72 crore) and general corporate purposes (₹12.55 crore)
  • Payment Terms: 25% upfront payment, balance 75% at conversion
  • Conversion Period: Within 18 months from allotment date
  • Lock-in: As per SEBI ICDR Regulations
  • Relevant Date: 31 August 2026 for price determination
  • Valuation: By CA RV Parushana Chhaje, TREU VALUATION SERVICES PRIVATE LIMITED
  • Post-issue Shareholding: Promoter holding changes from 40.87% to 40.12% on fully diluted basis

7. Employees Stock Option Scheme 2026: Special resolution to approve ESOP scheme for up to 1,23,16,265 options (1% of paid-up capital)

  • Implementation: Direct route without trust formation
  • Eligibility: Employees of company and group companies (excluding independent directors, promoters)
  • Maximum per employee: 24,63,253 options (20% of pool)
  • Vesting: Minimum 1 year, maximum 8 years

8. Grant of Options to Group Company Employees: Special resolution for granting options to employees of holding, subsidiary and associate companies

9. Grant of Options Exceeding 1% Limit: Special resolution for in-principle approval for grants exceeding 1% of issued capital to identified employees

Financial Impact

  • Preferential Issue Proceeds: ₹84.55 crore
  • Working Capital Allocation: ₹72 crore
  • General Corporate Purposes: ₹12.55 crore
  • ESOP Dilution: Up to 1% of current paid-up capital

Voting Arrangements

  • Remote e-voting Period: 27 September 2026 (9:00 AM) to 29 September 2026 (5:00 PM)
  • Cut-off Date: 23 September 2026
  • Scrutinizer: Suresh Kumar Pillay, Practicing Company Secretary
  • Service Provider: Bigshare Services Private Limited

Director Details

  • Mr. Anil Kumar (MD): 6,000 shares, ₹20 lakh remuneration
  • Mr. Mahadeep Singh Jamwal: No shares, ₹14.40 lakh remuneration
  • Dr. Pradeep Kumar Sharma: No shares, sitting fees only