Board Meeting Details

  • Meeting Date: Wednesday, October 14, 2026
  • Commencement Time: 11:00 AM
  • Conclusion Time: 02:00 PM

Key Board Approvals

1. Authorized Share Capital Increase: Approved increase in Authorised Share Capital of the Company and consequent amendment in Clause V/5 of the Company's Memorandum of Association, subject to shareholder approval.

2. Preferential Issue of Convertible Warrants:

  • Approved creation, offer, issue and allotment of up to 8,11,000 (Eight Lakhs Eleven Thousand) Fully Convertible Warrants
  • Face value: INR 10 each
  • Issue price: INR 144 per Warrant
  • Total aggregate value: INR 11,67,84,000 (Eleven Crores Sixty-Seven Lakhs Eighty-Four Thousand)
  • Each Warrant carries right to subscribe to 1 Equity Share of face value INR 10 each
  • Conversion period: Within 18 months from date of allotment
  • Mode: Preferential basis to proposed allottees
  • Compliance: SEBI ICDR Regulations and applicable laws

3. Acquisition of Success Electronics Private Limited:

  • Approved acquisition of 100% share capital of Success Electronics Private Limited
  • Acquisition mode: Share swap (non-cash consideration basis)
  • Total consideration: INR 30,24,00,000 (Thirty Crore Twenty-Four Lakhs)
  • Share Purchase and Swap Agreement executed between Company, Success and shareholders of Success
  • Approval for issue and allotment of up to 21,00,000 (Twenty-One Lakhs) equity shares of face value INR 10 each at INR 144 per share
  • Swap ratio: 2:21 (21 equity shares of Company for 2 equity shares of Success)

4. Valuation and Committee Approvals:

  • Ratified appointment of Registered Valuer for determining fair price
  • Approved draft valuation report from Registered Valuer
  • Took note of valuation report for Success Electronics Private Limited
  • Approved Relevant Date for preferential issue: Wednesday, October 07, 2026
  • Approved constitution of Preferential Issue Committee (PIC)
  • Authorized PIC to deal with matters related to preferential issue

5. EGM Arrangements:

  • Approved convening and notice of the 1/2026-2027 Extraordinary General Meeting
  • Approved cut-off date for shareholder entitlement to cast electronic votes
  • Approved appointment of scrutinizer for e-voting process
  • Approved appointment of remote e-voting Agency

6. Execution Authority: Approved execution of all procedures to complete the above matters

Success Electronics Acquisition Details

Target Company: Success Electronics Private Limited

Business Description: Established manufacturer of aluminium high-pressure die-cast (HPDC) components with existing manufacturing facilities comprising 218-tonne and 418-tonne HPDC machines. Currently engaged in manufacturing and supplying aluminium casting components for electric vehicles and other automotive components.

Financial Performance:

  • Half Year (September 30, 2026): Turnover INR 4.48 Crores, Net Profit INR 88.61 lacs
  • FY 2025-26: Revenue INR 10.36 crore, Profit After Tax INR 1.01 crore
  • Historical Turnover: 2023 - INR 9.24 Crores, 2024 - INR 11.92 Crores, 2025 - INR 9.47 Crores

Share Capital: Total issued, paid-up and subscribed share capital as on June 30, 2026 is INR 2,00,00,000 divided into 2,00,000 equity shares of INR 100 each

Related Party Transaction: Yes, the acquisition falls within related party transaction. Mr. Shreyans Ravindra Katariya (Director and Promoter of Company) is Director and shareholder in Success. Mr. Balasaheb Jalinder Kale (Director) is Director in Success. Transaction done at fair value based on valuation reports and on arm's length basis.

Strategic Rationale:

  • Strengthening Electric Vehicle Business
  • Creation of Integrated Manufacturing Platform
  • Capacity Expansion and Technological Advancement (proposed 900-tonne HPDC machine and automated powder coating facility)
  • Diversification of Manufacturing Operations
  • Operational Synergies and Resource Optimization
  • Expansion of Customer Base and Product Portfolio
  • Enhancement of Value Addition
  • Long-Term Growth and Shareholder Value Creation

Expected Impact:

  • Positive strategic and operational impact by expanding aluminium manufacturing processes
  • Success to become wholly owned subsidiary
  • Access to established revenue-generating aluminium HPDC business
  • Contribution to consolidated revenue and profitability
  • Preservation of cash resources through share swap structure
  • Increase in equity share capital

Approvals Required: Shareholder and Stock Exchange approvals only. No other Government or regulatory approval required.

Completion Timeline: Within 15 days from date of shareholder approval or stock exchange approval, whichever is later.

Consideration Structure: Share swap arrangement - Company to issue up to 21,00,000 equity shares at INR 144 each (aggregating INR 30,24,00,000) to acquire 2,00,000 equity shares of Success (100% share capital)

Convertible Warrants Issue Details

Security Type: Fully Convertible Warrants

Total Quantity: Up to 8,11,000 warrants

Face Value: INR 10 each

Issue Price: INR 144 per warrant

Total Amount: INR 11,67,84,000

Conversion Terms: Each warrant convertible to 1 equity share of face value INR 10 within 18 months from allotment

Payment Terms: 25% payable at allotment, 75% payable at conversion

Allottees: 5 investors including promoters and public

Share Allocation Details

For Success Acquisition (Swap Shares):

  • Total shares to be issued: 21,00,000 equity shares
  • Allocation to 7 investors including promoters and public
  • Detailed allocation provided in Annexure B1i

For Warrant Issue:

  • Total warrants: 8,11,000
  • Allocation to 5 investors
  • Detailed allocation provided in Annexure B1ii

Financial Impact

  • Acquisition cost: INR 30,24,00,000 (non-cash, equity issuance)
  • Warrant issue proceeds: INR 11,67,84,000 (cash)
  • Equity dilution from both transactions
  • Consolidation of Success financials post-acquisition

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