Key Resolutions and Details

Item No. 1: Approval for Sub-division/Split of Equity Shares (Ordinary Resolution)

  • Proposed sub-division of each existing equity share of face value ₹10 into 5 equity shares of face value ₹2 each
  • Post-subdivision authorized share capital: ₹60 crore divided into 30 crore equity shares of ₹2 each
  • Post-subdivision issued, subscribed and paid-up capital: 23,76,40,305 shares of ₹2 each (total ₹47,52,80,610)
  • Record date to be fixed by Board of Directors after shareholder approval
  • Shares in physical form will be automatically cancelled and credited to Demat Suspense Account
  • Shares in dematerialized form will be credited proportionately in beneficiary accounts

Item No. 2: Alteration of Capital Clause of Memorandum of Association (Ordinary Resolution)

  • Amendment to Clause 5 of MOA to reflect post-subdivision capital structure
  • Authorized share capital to be stated as ₹60 crore divided into 30 crore equity shares of ₹2 each

Item No. 3: Alteration of Object Clause of Memorandum of Association (Special Resolution)

  • Addition of four new sub-clauses under Main Objects clause (3a)
  • New objects include: IT solutions and digital services; business facilitation and consultancy; retail and commerce establishments; transportation and logistics services
  • Expansion enables business through subsidiaries, associates, JVs in India and abroad

Item No. 4: Fixation of Remuneration for Mr. Abhishek Narbaria (Special Resolution)

  • Mr. Abhishek Narbaria (DIN: 01873087), Non-Executive Director
  • Remuneration for FY2026-27: ₹3.60 crore plus performance incentive not exceeding 3% of net profit
  • Age: 42 years, Qualification: Masters in Computer Science
  • Experience: 20+ years, Director and Co-founder of TCC Group
  • Current shareholding: 60,91,282 shares
  • Serves on 9 other company boards including EFC (I) Limited and Pepperfry Limited

Item No. 5: Approval of Material Related Party Transactions (Ordinary Resolution)

Eight proposed RPTs with aggregate value of ₹1,325 crore for FY2026-27:

1. Brantford Limited with EFC (I) Limited - ₹100 crore

  • Purchase of Design & Built Turnkey Project and leasing services
  • Represents 55.74% of consolidated turnover

2. Brantford Limited with EFC Limited - ₹100 crore

  • Purchase of assets (₹25 crore) and leasing services (₹75 crore)
  • Represents 221.73% of Brantford's standalone turnover

3. NES Data Private Limited with EFC (I) Limited - ₹100 crore

  • Server rent services (₹15 crore) and purchase of design services (₹85 crore)
  • Represents 1,848.56% of NES's standalone turnover

4. Pepcart Logistics with Pepperfry Limited - ₹100 crore

  • Logistics and warehousing services
  • Represents 191.41% of Pepcart's standalone turnover

5. Pepcart Logistics with Ek Design Industries - ₹75 crore

  • Logistics and warehousing services
  • Represents 143.56% of Pepcart's standalone turnover

6. Pepperfry Limited with EFC (I) Limited - ₹500 crore

  • Purchase of Design & Built Turnkey Project services
  • Represents 278.72% of consolidated turnover

7. Pepperfry Limited with EFC Retail Spaces - ₹100 crore

  • Sale of assets on lease (₹10 crore) and purchase of leasing services (₹90 crore)
  • Represents 66.95% of Pepperfry's standalone turnover

8. Pepperfry Limited with Ek Design Industries - ₹350 crore

  • Purchase of furniture and fixtures
  • Represents 234.31% of Pepperfry's standalone turnover

All transactions are stated to be in ordinary course of business at arm's length basis.

Voting Details

  • Cut-off date for voting rights: July 17, 2026
  • Remote e-voting period: July 24, 2026 (9:00 AM IST) to August 22, 2026 (5:00 PM IST)
  • Results declaration: On or before August 25, 2026
  • Scrutinizer: Mr. Chirag Sachapara, Practicing Company Secretary
  • E-voting service provider: MUFG Intime India Private Limited

Capital Structure Impact

  • Pre-subdivision: 4,75,28,061 shares of ₹10 each (₹47,52,80,610)
  • Post-subdivision: 23,76,40,305 shares of ₹2 each (₹47,52,80,610)
  • No change in total share capital value, only increase in number of shares

Financial Impact

  • Share subdivision: No financial impact on company's reserves or financial position
  • RPTs: Aggregate ₹1,325 crore transactions proposed for FY2026-27
  • Director remuneration: Maximum ₹3.60 crore plus incentive for Mr. Abhishek Narbaria