1. Stock Subdivision/Split

  • The Board approved the sub-division/split of existing equity shares in the ratio of 1:10.
  • One existing equity share of face value ₹10.00 each will be subdivided into 10 equity shares of face value ₹1.00 each.
  • This is subject to approval by equity shareholders through a postal ballot.
  • The record date for the split will be decided after obtaining shareholder approval.
  • The rationale provided is to enhance share liquidity and make them more accessible to retail investors.
  • The expected time for completion is approximately 2 months.

2. Alteration of Memorandum of Association (MOA)

  • The Board approved the alteration of the Capital Clause (Clause V) of the MOA to reflect the change in share capital structure post the stock split.
  • Shareholder approval for this alteration will also be sought via postal ballot.

3. Bonus Issue

  • The Board approved the issuance of bonus shares in the ratio of 5:8 (five bonus equity shares for every eight existing equity shares).
  • The bonus shares will be issued to eligible shareholders on a record date to be determined.
  • The issuance will be made by capitalizing the securities premium account, subject to shareholder approval.
  • Critical Note: The bonus entitlement ratio of 5:8 will be calculated on the number of equity shares outstanding after the 1:10 stock split is effected. The bonus shares will be of the post-split face value of ₹1.00 each.

4. Resignation of Key Managerial Personnel

  • The Board received and accepted the resignation of Ms. Yashaswi Jharbade (Membership No.: A74614) from the post of Company Secretary, Compliance Officer, and Key Managerial Personnel.
  • The resignation was due to personal reasons and other professional commitments.
  • The cessation is effective from the close of business hours on June 19, 2026.
  • Her resignation letter was enclosed with the filing.

5. Resignation of Independent Director

  • The Board received and accepted the resignation of Mrs. Kiran Parsotambhai Makhecha (DIN: 10861776) from the post of Non-Executive Independent Director.
  • The resignation was due to pre-occupation with other matters.
  • The cessation is effective from June 19, 2026.
  • She confirmed no material reasons for resignation other than those stated.
  • Her resignation letter was enclosed with the filing.

6. Postal Ballot Process

  • The Board approved the draft notice for the postal ballot to seek shareholder approval for the stock split and bonus issue.
  • M/s. Vishakha Agrawal & Associates, Practicing Company Secretaries, Indore, were appointed as the Scrutinizer for the postal ballot process.
  • The cut-off date for determining member eligibility to vote was fixed as June 19, 2026.
  • Central Depository Services Limited (CDSL) was appointed to provide remote e-voting services.

Financial and Capital Structure Details (From Annexures)

Pre-Split Capital Structure:

  • Authorized Share Capital: ₹99,00,00,000 divided into 9,90,00,000 equity shares of ₹10.00 each.
  • Subscribed and Paid-up Share Capital: ₹24,44,35,000 divided into 2,44,43,500 equity shares of ₹10.00 each.

Post-Split Capital Structure (Subject to Approval):

  • Authorized Share Capital: ₹99,00,00,000 divided into 99,00,00,000 equity shares of ₹1.00 each.
  • Subscribed and Paid-up Share Capital: ₹24,44,35,000 divided into 24,44,35,000 equity shares of ₹1.00 each.

Bonus Issue Details (Post-Split):

  • Pre-Bonus Paid-up Capital: 24,44,35,000 shares of ₹1.00 each (₹24,44,35,000).
  • Bonus Ratio: 5 new shares for every 8 existing shares.
  • Post-Bonus Paid-up Capital: 39,72,06,875 shares of ₹1.00 each (₹39,72,06,875).
  • Securities Premium Required: ₹15,27,71,875 (based on estimated number of bonus shares).
  • Securities Premium Available (as of March 31, 2026): ₹31,50,00,000 (audited).
  • The bonus shares are expected to be issued within two months from the date of board approval (June 19, 2026).

MOA Amendment Details

  • The proposed amendment changes the Capital Clause (V) to reflect the new authorized capital structure of 99,00,00,000 equity shares of ₹1.00 each.