Key Resolutions and Financial Details

Item No. 1: Preferential Allotment to Promoters

  • Purpose: To issue equity shares on a preferential basis to certain promoters for an aggregate consideration not exceeding ₹75.00 Crore.
  • Proposed Allottees and Terms:
  • Nikhil Kumar (Promoter): 312,500 equity shares at ₹1,200 per share (pre-split) or 625,000 equity shares at ₹600 per share (post-split) for ₹37.50 Crore.
  • Mohib Nomanbhai Khericha (Promoter): 312,500 equity shares at ₹1,200 per share (pre-split) or 625,000 equity shares at ₹600 per share (post-split) for ₹37.50 Crore.
  • Total Issue Size: 625,000 shares (pre-split) or 1,250,000 shares (post-split) for ₹75.00 Crore.
  • Utilization of Proceeds: Entire amount of ₹75.00 Crore is earmarked for working capital requirements, to be utilized within Financial Year 2027.
  • Relevant Date for Pricing: August 11, 2026 (30 days prior to EGM date).
  • Minimum Price as per SEBI ICDR Regulations:
  • Pre-split: ₹1,152.34 (90-day VWAP) or ₹1,112.20 (10-day VWAP) - Board approved price of ₹1,200 is higher.
  • Post-split: ₹576.17 (90-day VWAP) or ₹556.10 (10-day VWAP) - Board approved price of ₹600 is higher.
  • Lock-in Requirements: Equity shares allotted will be subject to lock-in as per SEBI ICDR Regulations. Pre-preferential shareholding of allottees will be locked in for 90 trading days from trading approval date.
  • Allotment Timeline: To be completed within 15 days from shareholder approval receipt, extended if regulatory approvals are pending.
  • Shareholding Impact:
  • Pre-issue promoter holding: 21.79% (340,38,175 shares)
  • Post-issue promoter holding: 22.10% (346,63,175 shares)
  • Nikhil Kumar's holding increases from 8.30% to 8.47%
  • Mohib Khericha's holding increases from nil to 0.20%

Item No. 2: Qualified Institutions Placement (QIP)

  • Purpose: Raising capital in one or more tranches through issuance of equity shares and/or other eligible securities.
  • Maximum Issue Size: Up to ₹600 Crores.
  • Securities: Equity shares or any other securities (convertible securities, warrants, etc.) in one or more combinations.
  • Pricing: At or above floor price determined as per SEBI ICDR Regulations, with discount not exceeding 5% on floor price permitted.
  • Allottees: Qualified Institutional Buyers (QIBs) as defined in SEBI ICDR Regulations. Promoters are excluded from participation.
  • Allotment Timeline: To be completed within 365 days from passing of special resolution.
  • Utilization of Proceeds: For expansion/augmentation of manufacturing capacity, technology upgradation, product development, working capital requirements, repayment of borrowings, and general corporate purposes.

Corporate Actions Background

  • The company has approved a sub-division/split of existing equity shares where 1 equity share of face value ₹2 each will be subdivided into 2 equity shares of face value ₹1 each.
  • This was approved by the Board on May 14, 2026 and by members at the AGM on August 12, 2026.
  • Record date for the sub-division is fixed as August 24, 2026.
  • The preferential issue terms have been proportionally adjusted for this sub-division.

EGM Details

  • Date: Thursday, September 10, 2026
  • Time: 02:30 P.M. (IST)
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off date for voting rights: September 3, 2026
  • Remote e-voting period: September 7, 2026 (9:00 AM) to September 9, 2026 (5:00 PM)
  • Scrutinizer: Mr. Sudhir V. Hulyalkar, Company Secretary in Practice (CP No. 6137)

Voting Procedures

  • Facility for remote e-voting provided through CDSL platform.
  • Shareholders can vote electronically during September 7-9, 2026.
  • Members attending EGM through VC/OAVM who haven't voted remotely can vote during the meeting.
  • Detailed instructions provided for both demat and physical shareholders.