EGM Details

  • Date: Friday, September 11, 2026
  • Time: 12:30 p.m. IST
  • Mode: Video Conference (VC)
  • Deemed Venue: Registered Office at Stainless Centre, 4th Floor, Plot No. 50, Sector 32, Gurugram, Haryana – 122 001

E-voting Information

  • Agency: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Ankush Agarwal (COP No 14486), Partner of M/s. MAKS & CO., Company Secretaries (FRN P2018UP067700)
  • Cut-off Date: Friday, September 04, 2026
  • E-voting Period: Monday, September 07, 2026 (09:00 a.m.) to Thursday, September 10, 2026 (05:00 p.m.)
  • Results Announcement: Within two working days of conclusion of the EGM
  • Number of Resolutions: 4

Resolution Details

ITEM NO. 1 – Preferential Equity Issue for Cash Consideration

Special Resolution to issue 1,24,54,608 equity shares of face value ₹2 each at premium of ₹83 per share (issue price ₹85 per share) aggregating ₹105,86,41,680 to non-promoter allottees:

  • Hathor Corporate Advisors LLP: 41,51,536 shares
  • Plutus Capital Management LLP: 41,51,536 shares
  • Pro Fin Capital Services Ltd: 41,51,536 shares

Key Terms:

  • Relevant date for price determination: August 12, 2026
  • Valuation by registered valuer as per Chapter V of SEBI ICDR Regulations
  • CARE Ratings Limited appointed as Monitoring Agency under Regulation 162A
  • Shares to rank pari passu with existing equity shares
  • Lock-in requirements as per SEBI ICDR Regulations

ITEM NO. 2 – Preferential Equity Issue for Non-Cash Consideration

Special Resolution to issue 41,70,21,987 equity shares of face value ₹2 each at premium of ₹83 per share (issue price ₹85 per share) aggregating ₹35,44,68,68,895 for acquisition of 13.78% stake in Hella Infra Market Limited (HIML) through share swap.

Acquisition Details:

  • Acquiring up to 24,89,456 equity shares and up to 13,02,70,316 compulsory convertible preference shares of HIML
  • Swap ratio approved by Board on August 12, 2026
  • 185 allottees including promoters and non-promoters
  • CARE Ratings Limited appointed as Monitoring Agency

ITEM NO. 3 – Preferential CCPS Issue for Non-Cash Consideration

Special Resolution to issue 81,12,02,664 compulsory convertible preference shares (CCPS) of face value ₹2 each at premium of ₹83 per share (issue price ₹85 per share) aggregating ₹68,95,22,26,440 for acquisition of 26.81% stake in HIML through share swap.

CCPS Terms:

  • Non-cumulative, non-participating
  • Compulsorily convertible into equity shares within 18 months
  • Conversion ratio: 1 CCPS = 1 equity share
  • Dividend rate: 0.001% if declared
  • No voting rights except as per applicable law
  • Acquiring up to 24,17,57,820 equity shares and up to 1,64,90,187 CCPS of HIML
  • 197 allottees including promoters and non-promoters

ITEM NO. 4 – QIP Approval

Special Resolution to raise up to ₹1,000 crores through Qualified Institutions Placement in one or more tranches.

QIP Terms:

  • Equity shares of face value ₹2 each
  • To QIBs only (no promoters or related persons)
  • Minimum 10% allocation to mutual funds
  • Discount up to 5% on floor price permitted
  • Floor price determined as per Chapter VI of SEBI ICDR Regulations
  • Minimum 2 allottees for issues ≤₹250 crore, 5 allottees for issues >₹250 crore
  • 1-year lock-in period for allottees
  • Monitoring agency required for proceeds utilization

Financial Impact

  • Total Cash Infusion: ₹105.86 crore from Item 1
  • Total Non-Cash Consideration: ₹10,839.91 crore from Items 2 & 3 (₹3,544.69 crore equity + ₹6,895.22 crore CCPS)
  • Total Potential Raising: ₹10,945.77 crore across all resolutions
  • QIP Authorization: Additional ₹1,000 crore capacity

Valuation Details

  • Valuation performed by Saksham Valuer Private Limited (IBBI Registration No. IBBI/RV-E/02/2024/206)
  • Fair value of Shalimar Paints equity shares: ₹82.50 each
  • Fair value of HIML equity shares: ₹266.46 each
  • Fair value of HIML CCPS: ₹213,434 each
  • Minimum issue price as per SEBI ICDR Regulations: ₹82.50
  • Board approved issue price: ₹85 (₹2 face value + ₹83 premium)

Utilization of Proceeds

For Cash Preferential Issue (₹105.86 crore):

  • Working capital requirements: ₹79.395 crore (within 90 days)
  • General corporate purposes: ₹26.465 crore (within 90 days)

For QIP Proceeds:

  • Working capital requirements
  • Investment in subsidiaries/associates
  • Debt repayment/prepayment
  • Capital expenditure
  • General corporate purposes

Monitoring Agency

  • CARE Ratings Limited appointed as monitoring agency for all issues exceeding ₹100 crore
  • Required to monitor utilization of proceeds as per Regulation 162A of SEBI ICDR Regulations
  • Quarterly reporting until 100% utilization

Shareholding Pattern Impact

Preferential issues will significantly alter shareholding structure. Detailed pre and post-issue shareholding patterns provided in Annexure A of the explanatory statement.

Corporate Action Timeline

  • EGM Date: September 11, 2026
  • E-voting: September 7-10, 2026
  • Allotment to be completed within 15 days of shareholder approval (subject to regulatory approvals)
  • QIP allotment to be completed within 365 days of resolution passing

Additional Information

  • Company Secretary: Snehal Saboo (Membership No. A49811)
  • Registrar & Transfer Agent: Beetal Financial & Computer Services Private Limited
  • Explanatory statement pursuant to Section 102 of Companies Act, 2013 provided
  • Valuation report available on company website
  • Practicing Company Secretary certificate from Nidhi Bajaj & Associates obtained