Meeting Details
- Date: Monday, August 10, 2026
- Time: 11:00 AM (IST)
- Location: Conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
- Type: Extraordinary General Meeting No. 01/2026-27
- Cut-off date for notice dispatch: Wednesday, July 08, 2026
- Cut-off date for e-voting: Monday, August 03, 2026
- Remote e-voting period: August 07, 2026 (09:00 AM) to August 09, 2026 (05:00 PM)
Proposed Resolutions and Implications
1. Preferential Issue for Cash Consideration (Special Resolution)
The company seeks approval to issue 24,39,750 equity shares of face value ₹10 each at ₹293 per share (including premium of ₹283) to non-promoter investors for aggregate consideration of ₹71,48,46,750. The allottees are:
- AGI Group Holdings Inc. - 22,77,100 shares for ₹66,71,90,300
- Monoflus Pte. Ltd. - 1,62,650 shares for ₹4,76,56,450
Relevant date for pricing is July 11, 2026 (with July 10, 2026 as pricing date due to holiday). Floor price determined as ₹257.23 per share. Proceeds will be used for expansion/growth (₹53.61 crore) and general corporate purposes (₹17.87 crore). Shares will be locked in for 6 months from trading approval.
2. Preferential Issue Pursuant to Share Swap (Special Resolution)
Approval sought to issue 22,18,431 equity shares at ₹293 per share (aggregating ₹65,00,00,283) to Truplusco India LLP for acquisition of 26,257 equity shares (17.45%) of GScale Energy Private Limited through share swap ratio of 84.48:1. The acquisition provides strategic access to AI data center infrastructure market. Shares will have statutory lock-in of 6 months plus contractual lock-in of 24 months.
3. Change in Designation of Mr. Yasuyuki Ikeda (Ordinary Resolution)
Change from Non-Executive to Executive Director effective May 14, 2026 until May 13, 2031. Mr. Ikeda will not receive any remuneration except reimbursement of business expenses. He holds 2,08,98,000 shares and directorships in multiple companies including ATR-Asahi Process Systems Private Limited and AGI Glassplant India Private Limited.
4. Appointment of Mr. Uma Maheswara Rao Kancherla as Independent Director (Ordinary Resolution)
Appointment for 5 years from May 14, 2026 to May 13, 2031. He holds B.Tech and M.Tech degrees with 38 years of experience in precision engineering and software development. Holds 22,500 shares in the company.
5. Enhancement of Charge Creation Limits under Section 180(1)(a) (Special Resolution)
Enhancement of existing limit from ₹200 crore to ₹2,000 crore for creating charges on company assets to secure borrowings.
6. Enhancement of Borrowing Limits under Section 180(1)(c) (Special Resolution)
Enhancement of borrowing limit from ₹200 crore to ₹2,000 crore over and above paid-up capital and free reserves.
7. Enhancement of Limits under Section 186 (Special Resolution)
Consolidation and enhancement of existing category-wise limits (investments: ₹150 crore, loans: ₹150 crore, guarantees: ₹150 crore) into single aggregate limit of ₹3,500 crore for investments, loans, guarantees, and securities.
Voting Process and Methods
- Remote e-voting: Available through NSDL from August 07, 2026 (09:00 AM) to August 09, 2026 (05:00 PM)
- E-voting at EGM: Available for members who did not vote remotely
- Physical attendance: Not permitted - meeting conducted entirely through VC/OAVM
- Proxy facility: Not applicable for VC/OAVM meetings
- Scrutinizer: Not explicitly named in the document
Compliance Statements
The notice confirms compliance with:
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Companies Act, 2013 and rules thereunder
- Secretarial Standards on General Meetings (SS-2)
- Foreign Exchange Management Act, 1999 and rules
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
Additional Information
- The company has appointed Acuité Ratings & Research Limited as monitoring agency for utilization of preferential issue proceeds
- Valuation reports by Mr. Vaibhav Mandhana (IBBI Regn. No. IBBI/RV/06/2020/13124) obtained for share swap transaction
- Register of Members and Share Transfer Books will remain closed from August 07-09, 2026
- The notice has been dispatched electronically to shareholders registered as on July 08, 2026
- Members can join the EGM 15 minutes before scheduled time through NSDL e-Voting system