Key Decisions Approved

1. Change in Designation of Mr. Neeraj Chaudhary

  • Board approved change in designation of Mr. Neeraj Chaudhary (DIN: 03510795) from Additional Director (Category: Executive) to Additional (Whole-time) Director
  • Recommended appointment as Whole-time Director for five consecutive years from 11th August, 2026 to 10th August, 2031
  • Appointment subject to approval of Members at 33rd Annual General Meeting
  • Terms and conditions of appointment including remuneration approved as recommended by Nomination and Remuneration Committee
  • Mr. Chaudhary holds BBA degree with professional experience in private sector, specializing in sales leadership and business growth
  • Not related to any existing Directors or KMPs, not debarred from directorship

2. Consideration and Approval of Valuation Report

  • Board considered valuation report dated 11th August, 2026 by Mr. Subodh Kumar, Registered Valuer (Registration No. IBBI/RV/05/2019/11705)
  • Valuation conducted for determining fair value of Equity Shares and Fully Convertible Warrants for preferential issue
  • Fair value determined at ₹9.14 per equity share in accordance with SEBI ICDR Regulations
  • Relevant date for issue price determination: 11th August, 2026

3. Preferential Issue of Equity Shares

  • Approved issue and allotment of up to 34,00,000 Equity Shares of face value ₹10 each
  • Issue price: ₹10 per Equity Share
  • Total consideration: ₹3,40,00,000
  • To be issued to 16 identified persons belonging to Public (Non-Promoter) category
  • Requires shareholder approval via Special Resolution, in-principle approval from BSE, and other regulatory approvals
  • Equity shares subject to applicable lock-in requirements under SEBI ICDR Regulations

4. Preferential Issue of Fully Convertible Warrants

  • Approved issue and allotment of up to 1,15,87,750 Fully Convertible Warrants
  • Each warrant convertible into one equity share of face value ₹10
  • Issue price: ₹10 per Warrant
  • Conversion price: ₹10 per Equity Share
  • Total consideration: ₹11,58,77,500 upon full conversion
  • Conversion period: 18 months from allotment date
  • 25% of issue price payable at allotment, balance 75% payable at conversion
  • To be issued to 5 identified persons (2 Promoters, 3 Public Non-Promoters)
  • Requires same approvals as equity share issue
  • Warrants and converted shares subject to applicable lock-in requirements

5. 33rd Annual General Meeting

  • AGM to be held on Thursday, 10th September, 2026 at 01:00 PM through Video Conferencing
  • Cut-off date for e-voting: Thursday, 3rd September, 2026
  • E-voting period: 7th September (09:00 AM) to 9th September, 2026 (05:00 PM)
  • M/s. Jain P & Associates appointed as Scrutinizer for e-voting
  • Board Report for year ended 31st March, 2026 approved

Allottee Details

Equity Shares (Public Non-Promoters):

  • 16 allottees including Mr. Anish Gupta (8,90,000 shares), Ms. Priyanka Gupta (8,40,000 shares), and others totaling 34,00,000 shares

Convertible Warrants:

  • Promoters: Mr. Ankit Tayal (46,12,000 warrants), Mr. Mohit Sharma (47,63,250 warrants)
  • Public Non-Promoters: Ms. Kanupriya Sharma (8,42,500 warrants), Ms. Deepti Aggarwal (8,70,000 warrants), Mr. Neeraj Chaudhary (5,00,000 warrants)

Capital Structure Impact

  • Pre-preferential issue: 35,12,250 shares (Promoters 56.65%, Public 43.35%)
  • Post-preferential issue (assuming full warrant conversion): 1,85,00,000 shares (Promoters 61.43%, Public 38.57%)