Meeting Details
- Date: Friday, July 31, 2026
- Time: 11:00 A.M. (IST)
- Location: Conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
- Type: Extra Ordinary General Meeting (EGM)
Summary of Proposed Resolutions and Implications
Item No. 1: Increase in Authorised Share Capital (Ordinary Resolution)
The company seeks approval to increase its authorized share capital from the existing ₹26,50,00,000 (comprising 13,25,00,000 equity shares of ₹2 each) to ₹27,50,00,000 (comprising 13,75,00,000 equity shares of ₹2 each). This represents an increase of ₹1,00,00,000 by adding 50,00,000 equity shares. The increase is proposed to facilitate the preferential issue under Item No. 2 and future capital-raising activities. This requires an amendment to Clause V of the company's Memorandum of Association.
Item No. 2: Preferential Issue of Convertible Warrants (Special Resolution)
The company seeks approval to issue, on a preferential basis, up to 37,00,000 convertible warrants to its promoters and promoter group. Each warrant is convertible into one fully paid-up equity share of face value ₹2 at a premium of ₹56, making the total issue price ₹58 per warrant. The total amount to be raised is ₹21,46,00,000.
Key Terms of the Warrant Issue:
- Allottees and Allocation:
- Hiteshkumar Gordhanbhai Thummar (Promoter): 9,25,000 warrants
- Bhargvi Manojbhai Thummar (Promoter): 13,87,500 warrants
- Chetna Mukeshbhai Thumar (Promoter Group): 13,87,500 warrants
- Conversion Period: 18 months from the date of allotment
- Payment Terms: 25% of issue price (₹14.50 per warrant) payable upfront at allotment; balance 75% (₹43.50) payable at conversion
- Pricing Basis: The "Relevant Date" for price determination is July 1, 2026 (30 days prior to EGM). The price of ₹58 is higher than both the 90-day VWAP (₹47.21) and 10-day VWAP (₹57.75) on NSE.
- Use of Proceeds: 60% for working capital and land purchase; 30% for plant and machinery; 10% for general corporate purposes
- Lock-in: The warrants and resulting equity shares will be subject to lock-in as per SEBI ICDR Regulations
- Post-Issue Shareholding: Promoter holding would increase from 49.75% to 51.14% upon full conversion
Voting Process and Methods
- Remote e-Voting Period: Tuesday, July 28, 2026 (9:00 A.M.) to Thursday, July 30, 2026 (5:00 P.M.)
- Voting Service Provider: National Securities Depository Limited (NSDL)
- Cut-off Date: Friday, July 24, 2026 - only members registered as of this date are entitled to vote
- Voting Methods: Remote e-voting through NSDL platform or voting during the EGM through VC/OAVM
- Shareholder Eligibility: Members who vote remotely cannot vote again during the EGM
Scrutinizer Appointment
CS Piyush Jethva (FCS No. 6377, C.P. No. 5452), Practicing Company Secretary, was appointed as Scrutinizer on July 2, 2026, to scrutinize the remote e-voting and voting process at the EGM in a fair and transparent manner.
Compliance with Laws and Regulations
The notice confirms compliance with:
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 30, 34, 50, 53 read with Schedule III)
- Companies Act, 2013 (Sections 13, 42, 61, 62, 102, 108)
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
- Companies (Management and Administration) Rules, 2014
- MCA Circular No. 09/2024 dated September 19, 2024
- SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024
- Foreign Exchange Management Act, 1999 and related regulations
Additional Information
- The notice is being sent electronically to all members with registered email addresses
- Physical copies available on request for members without email registration
- Documents related to the resolutions are available for inspection at the registered office
- The company's Registrar and Share Transfer Agent is MUFG Intime India Private Limited
- The EGM will accommodate up to 1000 members on first-come-first-served basis, with exemptions for large shareholders, promoters, institutional investors, directors, and KMPs