Meeting Details
- Date: Tuesday, 29th September, 2026
- Time: 1:00 p.m.
- Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
- Deemed Venue: Registered Office at 1-A Zee Plaza, Arjun Nagar, Safdarjang Enclave, Kamal Cinema Road, New Delhi-110029
- Record Date: 22nd September, 2026
Proposed Resolutions and Implications
Ordinary Business
1. Adoption of Audited Standalone Financial Statements: To receive, consider and adopt the audited standalone financial statements for FY ended March 31, 2026, together with auditors' report and Board of Directors' report.
2. Adoption of Audited Consolidated Financial Statements: To receive, consider and adopt the audited consolidated financial statements for FY ended March 31, 2026, together with auditors' report.
3. Reappointment of Director: To appoint Mr. Rajat Batra (DIN: 02695119) as Non-Executive Director who retires by rotation and offers himself for reappointment.
Special Business
4. Preferential Issue of Convertible Warrants: To issue up to 32,12,955 convertible equity warrants to promoters on preferential basis for cash consideration of ₹77.81 per warrant (including premium of ₹75.81), aggregating ₹25,00,00,028.55.
- Allottee: Mr. Deepak Arora (Promoter)
- Conversion Terms: Each warrant convertible into 1 equity share of ₹2 face value within 18 months from allotment
- Payment Terms: 25% payable on allotment, balance 75% payable on conversion
- Objects: Working capital requirements and general corporate purposes
- Relevant Date for Pricing: August 28, 2026 (30 days prior to AGM)
- Lock-in: As per SEBI ICDR Regulations
Voting Process and Methods
- Remote e-Voting Period: Saturday, 26th September, 2026 (9:00 AM) to Monday, 28th September, 2026 (5:00 PM)
- E-Voting Service Provider: National Securities Depository Limited (NSDL)
- Voting Methods:
- Remote e-voting through NSDL platform
- E-voting during AGM for those attending virtually and not having voted remotely
- Scrutinizer: M/s. N.K. Jain & Associates (Mr. Neelesh Jain, FCS No. 6436, COP No. 6912)
- Results: To be placed on company website www.somindia.com and communicated to BSE and NSE
Shareholder Participation Details
- Register of Members Closure: September 23, 2026 to September 29, 2026 (both days inclusive)
- VC/OAVM Capacity: Available for 1000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
- Speaker Registration: September 22-24, 2026 for those wishing to speak during AGM
- Query Submission: Shareholders may submit queries 7 days prior to meeting
Compliance and Regulatory Aspects
- SEBI Compliance: The notice is issued in compliance with SEBI LODR Regulations 34(1) and 36(1)(b)
- Companies Act Compliance: Procedures follow Section 108 read with Rule 20 of Companies (Management and Administration) Rules, 2014
- MCA Circulars: Meeting conducted through VC/OAVM pursuant to MCA General Circular No. 03/2025 dated September 22, 2025
- Disclosures: Includes all mandatory disclosures under Section 102 of Companies Act, 2013, Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 13 of Companies (Share Capital and Debentures) Rules, 2014, and Chapter V of SEBI ICDR Regulations, 2018
Additional Financial and Legal Information
- Dividend Distribution Policy: Company maintains target payout ratio of 25% of annual standalone PAT after preference dividend adjustment
- IEPF Compliance: Unclaimed shares/dividends for 7+ years to be transferred to IEPF Authority as per Sections 124-125 of Companies Act, 2013
- KYC Compliance: SEBI Master Circular mandates PAN and KYC registration for physical shareholders
- Valuation Reports: Warrant pricing based on valuation by Mr. Sanka Hari Surya (IBBI/RV/07/2019/12576) and pricing certificate by M/s. N.K. Jain & Associates
Document Availability
- Electronic Mode: Notice and annual report sent to members with registered email addresses
- Physical Copies: Available on request to compliance@somindia.com