Key Decisions and Approvals

1. Annual Report and AGM Preparations

  • Approved the Annual Report comprising Board of Director's Report, Corporate Governance Report, Management Discussion and Analysis Report, and Notice of Annual General Meeting.
  • Approved the appointment of Mr. Suresh Kumar Pillay, Practising Company Secretary, as Scrutinizer for e-voting during the AGM.
  • Approved re-appointment of Mr. Anil Kumar and Mr. Mahadeep Singh Jamwal as directors retiring by rotation.

2. Director Reappointments

  • Mr. Mahadeep Singh Jamwal: Reappointed as Executive Director for one year effective March 03, 2027, subject to shareholder approval. Remuneration: ₹14.40 lakhs. Holds no shares. Attended 5 board meetings.
  • Mr. Anil Kumar: Reappointed as director (retiring by rotation). Remuneration: ₹20.00 lakhs. Holds 6,000 shares. Director in Sarveshwar Overseas Limited and Himalayan Bio Organic Foods Limited.
  • Dr. Pradeep Kumar Sharma: Reappointed as Independent Director for one year effective September 03, 2027, subject to shareholder approval. Receives sitting fees only. Holds no shares. Attended 5 board meetings.

3. Preferential Fundraising

  • Approved fundraising through preferential issue of up to 22,25,00,000 (Twenty-Two Crore Twenty-Five Lakh) fully convertible warrants at ₹3.80 per warrant.
  • Total issue size: ₹84,55,00,000 (Eighty-Four Crore Fifty-Five Lakhs).
  • Each warrant convertible into one equity share within 18 months of allotment.
  • Payment terms: 25% upfront, 75% upon conversion.
  • Allottees include Promoter & Promoter Group (8 crore warrants to Rohit Gupta) and Non-Promoter Public Category (14.25 crore warrants to 17 entities).
  • Major allottees: PMC Fincorp Limited (3 crore warrants), Bridge India Fund (4.25 crore warrants), Salasar Capital Invesco (1.5 crore warrants).
  • Post-issue shareholding: Promoters 40.12% (58.34 crore shares), Public 59.88% (87.08 crore shares).

4. Employee Stock Option Scheme (SFL-ESOS 2026)

  • Approved introduction of ESOP Scheme 2026 under Section 62(1)(b) of Companies Act, 2013 and SEBI SBEB Regulations 2021.
  • Maximum options: 1,23,16,265 (One Crore Twenty-Three Lakh Sixteen Thousand Two Hundred Sixty-Five) representing 1% of diluted paid-up capital.
  • Individual grant limit: 24,63,253 options (20% of pool) or 1% of issued capital per year.
  • Exercise price determined by Nomination Committee, not below face value.
  • Vesting period: 1-8 years as per SEBI regulations.
  • Implementation through direct primary issuance (no trust structure).
  • Shares issued upon exercise will be listed on BSE and NSE.

Meeting Details

  • Board meeting conducted on September 05, 2026 from 3:00 PM to 10:00 PM.
  • All decisions subject to shareholder approval at ensuing Annual General Meeting.

Financial Impact

  • Fundraising of ₹84.55 crore through warrant issue (subject to approvals).
  • Potential equity dilution of up to 1% through ESOP scheme.
  • Director remuneration commitments: ₹20.00 lakhs for Anil Kumar, ₹14.40 lakhs for Mahadeep Singh Jamwal.