Key Resolutions for EGM Approval

Item 1: Increase in Authorised Share Capital

  • Current authorized capital: ₹6,00,00,000 divided into 60,00,000 equity shares of ₹10 each
  • Proposed increase to: ₹30,00,00,000 divided into 3,00,00,000 equity shares of ₹10 each
  • Requires alteration of Clause V of Memorandum of Association
  • Ordinary Resolution required under Sections 13, 61(1)(a), 64 of Companies Act, 2013

Item 2: Enhancement of Investment Limits under Section 186

  • Seek approval for aggregate limit of ₹1,000,00,00,000 for making investments, giving loans/guarantees, providing securities
  • Special Resolution required
  • Board confirms no subsisting default in repayment of deposits

Item 3: Related Party Transaction - Acquisition of Tekfoods International

  • Acquisition of 16,50,000 equity shares (100%) of Tekfoods International Private Limited (CIN: U15100WB2017PTC219430)
  • Consideration: ₹88,93,50,000
  • Payment through share swap: 90,75,000 equity shares of Switching Technologies at ₹98 per share
  • Swap ratio: 5.5:1 as per valuation by CA Prashant Ghorela (IBBI/RV/06/2021/14003)
  • Tekfoods to become wholly owned subsidiary post-acquisition
  • Ordinary Resolution required under Section 188 read with Section 177

Item 4: Related Party Transaction - Acquisition of Samridh Overseas Trading

  • Acquisition of 11,10,110 equity shares (100%) of Samridh Overseas Trading Private Limited (CIN: U74900WB2013PTC199193)
  • Consideration: ₹1,48,49,93,804
  • Payment through share swap: 1,51,52,998 equity shares of Switching Technologies at ₹98 per share
  • Swap ratio: 13.65:1 (fractional entitlements rounded down)
  • Samridh Overseas to become wholly owned subsidiary post-acquisition
  • Ordinary Resolution required

Item 5: Acquisition of Tekfoods International through Share Swap

  • Special Resolution for acquisition of 100% equity shareholding of Tekfoods International
  • Consideration: ₹88,93,50,000
  • Issuance of 90,75,000 equity shares at ₹98 per share
  • Requires approval under Section 62(1)(c) read with Section 179(3)(j)

Item 6: Acquisition of Samridh Overseas Trading through Share Swap

  • Special Resolution for acquisition of 100% equity shareholding of Samridh Overseas Trading
  • Consideration: ₹1,48,49,93,804
  • Issuance of 1,51,52,998 equity shares at ₹98 per share

Item 7: Preferential Issue for Share Swap

  • Special Resolution for issuance of 2,42,27,998 equity shares at ₹98 per share (face value ₹10, premium ₹88)
  • Aggregate issue size: ₹2,37,43,43,804
  • To 44 allottees (Promoter and Non-Promoter categories)
  • Floor price: ₹97.49 per share as per SEBI ICDR Regulations
  • Relevant date: July 2, 2026
  • Lock-in period: 18 months for Promoter allottees, 6 months for Non-Promoter allottees

EGM Details

  • Date: August 1, 2026 at 12:30 PM
  • Mode: Video Conferencing/Other Audio Visual Means
  • Remote e-voting period: July 29, 2026 (9:00 AM) to July 31, 2026 (5:00 PM)
  • Record date: July 24, 2026

Financial and Capital Structure Impact

  • Pre-issue share capital: ₹2,45,00,000 (24,50,000 shares)
  • Post-issue share capital: ₹26,67,79,980 (2,66,77,998 shares)
  • Promoter holding pre-issue: 58.27% (14,27,722 shares)
  • Promoter holding post-issue: 62.76% (1,67,43,722 shares)
  • No cash outflow involved in transactions

Voting Instructions

  • Remote e-voting through CDSL/NSDL systems
  • Physical shareholders can vote through www.evotingindia.com
  • Detailed instructions provided for different shareholder categories
  • Helpdesk contacts provided for technical support