Nature of the Event

This is a regulatory disclosure intimating the stock exchanges (BSE Limited and The Metropolitan Stock Exchange of India Ltd) of the dispatch of a Postal Ballot Notice to shareholders. The notice seeks approval for three corporate actions via e-voting.

Key Dates

  • Cut-off Date (Record Date for E-voting Eligibility): Friday, June 19, 2026
  • Dispatch of Postal Ballot Notice: Completed on June 22, 2026
  • E-voting Commencement: Tuesday, June 23, 2026, from 9:00 AM
  • E-voting Conclusion: Wednesday, July 22, 2026, till 5:00 PM
  • Result Declaration: To be announced not later than 2 working days after the e-voting conclusion (i.e., by July 24, 2026)
  • Deemed Date of Passing: The last date of e-voting, July 22, 2026, shall be the date the resolutions are deemed passed if approved.

Resolutions for Shareholder Approval

Item No. 1: Approval for Sub-Division/Split of Equity Shares

  • Proposal: To subdivide each existing fully paid-up equity share with a face value of ₹10 into 10 fully paid-up equity shares with a face value of ₹1 each.
  • Ratio: 1:10
  • Ranking: The new shares will rank pari-passu with each other and with existing shares in all respects.
  • Effective Date: The split will be effective from a record date to be determined later by the Board of Directors.
  • Authority: The Board/Company Secretary is authorized to fix the record date and complete all necessary formalities.
  • Regulatory Reference: Proposed under Section 61(1)(d) of the Companies Act, 2013, and SEBI Listing Regulations.

Item No. 2: Approval for Alteration of the Capital Clause of the Memorandum of Association (MOA)

  • Proposal: To alter Clause V of the MOA to reflect the new capital structure post the stock split.
  • Current Authorized Capital: ₹99,00,00,000 divided into 9,90,00,000 equity shares of ₹10 each.
  • Proposed Authorized Capital: ₹99,00,00,000 divided into 99,00,00,000 equity shares of ₹1 each.
  • The aggregate authorized capital remains unchanged at ₹99 crore.
  • Regulatory Reference: Proposed under Sections 13 and 61 of the Companies Act, 2013.

Item No. 3: Approval for Bonus Issue of Equity Shares

  • Proposal: To issue bonus shares by capitalizing a sum not exceeding ₹15,27,71,875 from the Securities Premium Account and/or General Reserve and/or Retained Earnings.
  • Bonus Ratio: 5 new equity shares for every 8 existing equity shares held.
  • Face Value: ₹1 per share (post the proposed stock split).
  • Number of New Shares: 15,27,71,875 new fully paid-up equity shares of ₹1 each.
  • Eligibility: Members whose names appear in the Register of Members/Register of Beneficial Owners on a record date to be fixed later.
  • Post-Bonus Paid-up Capital: The paid-up equity share capital will increase to ₹39,72,06,875, consisting of 39,72,06,875 equity shares of ₹1 each.
  • Ranking: The bonus shares will rank pari-passu with existing equity shares and be entitled to dividends declared after their allotment. They are not in lieu of a dividend.
  • Fractional Shares: No fractional shares will be issued; entitlements will be rounded down to the nearest whole number.
  • Foreign Shareholders: The allotment to non-resident shareholders is subject to approvals under the Foreign Exchange Management Act, 1999.
  • Calculation Note: The bonus entitlement ratio of 5:8 is to be computed on the number of equity shares outstanding after the proposed 1:10 stock split is effected.
  • Regulatory Reference: Proposed under Section 63 of the Companies Act, 2013, SEBI ICDR Regulations, SEBI LODR Regulations, and FEMA.

Parties Involved

  • Stock Exchanges: BSE Limited, The Metropolitan Stock Exchange of India Ltd
  • E-voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: Vishakha Agrawal and Associates, Practicing Company Secretaries
  • Shareholders: Members registered as of June 19, 2026

Rationale (as per Explanatory Statement)

  • Stock Split (Item 1): To improve the liquidity of the company's shares and make them more affordable for small investors to broaden the retail investor base.
  • MOA Alteration (Item 2): A consequential change required to reflect the new capital structure after the stock split.
  • Bonus Issue (Item 3): To capitalize reserves and issue bonus shares to shareholders.

Financial and Capital Structure Impact

  • Stock Split Impact: The aggregate paid-up capital remains unchanged; only the number of shares increases and the face value per share decreases.
  • Bonus Issue Impact: The paid-up capital will increase from ₹24,44,35,000 (pre-bonus, post-split) to ₹39,72,06,875. Reserves will be reduced by ₹15,27,71,875.
  • Combined Impact: Post both actions, the authorized capital will be ₹99 Cr (990 Mn shares of ₹1), and the paid-up capital will be ₹39.72 Cr (397.2 Mn shares of ₹1).

Governance and Compliance

  • Disclosure Reference: This intimation is made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Voting Process: Conducted entirely via remote e-voting facilitated by CDSL. No physical ballot submission is allowed.
  • Result Announcement: The scrutinizer's report and voting results will be submitted to the Chairman and announced on the company's website (www.tirupatiinnovar.com) and communicated to the stock exchanges within 2 working days of the e-voting conclusion.
  • Inspection: All material documents referred to in the explanatory statement are available for inspection at the registered office during working hours.

Key Managerial Personnel

  • Managing Director & CFO: Pavankumar Patel (DIN: 10856066)