Key Board Approvals

1. Preferential Issue for Cash Consideration

  • Approved issuance of up to 24,39,750 fully paid-up Equity Shares of face value ₹10 each
  • Issue price: ₹293 per share (including premium of ₹283 per share)
  • Determined under Regulation 166A read with Regulation 165 of SEBI (ICDR) Regulations, 2018
  • To be allotted to proposed allottees mentioned in Annexure I
  • Subject to receipt of necessary approvals

2. Preferential Issue via Share Swap Agreement

  • Approved issuance of up to 22,18,431 fully paid-up Equity Shares of face value ₹10 each
  • Issue price: ₹293 per share (including premium of ₹283 per share)
  • To M/s. Truplusco India LLP for consideration other than cash
  • Pursuant to Share Swap Agreement for acquisition of controlling stake in GScale Energy Private Limited
  • Aggregate value: approximately ₹65.00 Crores (subject to adjustment)
  • Subject to receipt of necessary approvals

3. Borrowing Limits Increase

  • Approved increasing limits for creation of charge on company assets under section 180(1)(a) and 180(1)(c) of Companies Act, 2013
  • Subject to approval of Members by Special Resolution
  • Enabling approval to secure larger fund-based and non-fund-based credit lines as project scale increases

4. Inter-corporate Investment Limits

  • Approved increasing limits for inter-corporate loans, guarantees, securities, investments and acquisitions under section 186 of Companies Act, 2013
  • Subject to approval of Members by Special Resolution
  • Intended to support subsidiaries and future subsidiaries including GScale Energy Private Limited
  • Provides latitude for future strategic opportunities

5. Extra Ordinary General Meeting

  • EGM scheduled for Monday, August 10, 2026 at 11 AM IST
  • Approved draft notice of EGM

6. Record Date and Book Closure

  • Register of members and share transfer books will remain closed from August 7, 2026 to August 9, 2026 (both days inclusive)
  • Record date: August 3, 2026 for taking record of members for EGM for FY 2026-27

Annexure I Details (Cash Preferential Issue)

  • Type of securities: Equity Shares of face value ₹10 each
  • Total number: 22,18,431 shares (contradicts main text which mentions 24,39,750 shares)
  • Investors: AGI Group Holdings Inc. (Japan) and Monoflus Pte. Ltd (Singapore)
  • Post-allotment holdings: AGI Group - 22,77,100 shares (1.12%), Monoflus Pte. Ltd - 73,32,650 shares (3.67%)
  • No triggering of Open Offer under SEBI (SAST) Regulations, 2011

Annexure II Details (Share Swap Issue)

  • Type: Preferential Issue for consideration other than cash pursuant to Share Swap Arrangement
  • Total number: 22,18,431 Equity Shares at ₹293 per share
  • Investor: Truplusco India LLP (existing shareholder of GScale Energy Private Limited)
  • Post-allotment holding: Truplusco India LLP - 22,18,431 shares (1.09%)
  • No triggering of Open Offer

Annexure III Details (Share Swap Agreement)

  • Parties: Standard Engineering Technology Limited, GScale Energy Private Limited, GScale Infinity Private Limited, Truplusco India LLP
  • Purpose: Acquisition of controlling stake in GScale Energy Private Limited through share swap
  • Shareholding post-execution: 17.45% in the entity
  • No special rights mentioned (right to appoint directors, first right to subscription, etc.)
  • Parties not related to promoter/promoter group/group companies
  • Not a related party transaction
  • Issue details: 22,18,431 equity shares at ₹293 per share (including ₹283 premium)
  • No nominee directors or potential conflict of interest mentioned

Meeting Details

  • Board Meeting commenced at 10:15 AM and concluded at 1:10 PM on July 11, 2026

Financial Impact

  • Total fundraising through preferential issues: Approximately ₹130 Crores (combined value of both issues)
  • Capital structure impact: Potential dilution through issuance of approximately 46.58 lakh new equity shares
  • Cash flow implications: ₹65 Crores cash inflow from first issue; second issue is non-cash consideration