Key Dates

  • Cut-off Date for Eligibility: Friday, 10th July 2026
  • E-voting Commencement: 09:00 AM (IST) on Saturday, 18th July 2026
  • E-voting End: 05:00 PM (IST) on Sunday, 16th August 2026
  • Result Declaration: On or before Wednesday, 19th August 2026
  • Board Meeting Date for In-principle Approval: 8th July 2026 (prior approval granted on 30th April 2026)

Resolution Details

Item No. 1: Special Resolution for substantial sale of the whole undertaking of the company

  • Requires approval under Section 180(1)(a) of Companies Act, 2013 and Regulation 37A of SEBI LODR Regulations
  • Public shareholder votes in favor must exceed votes against for implementation
  • No public shareholder who is party to the transaction can vote on this resolution
  • Authority conferred on Board valid for 12 months from resolution passing date

Commercial Rationale

The Board cites multiple factors for the proposed sale:

  • Radialisation of commercial vehicle tyres increased from near-zero to ~90%, reducing retreading factor from ~3.0 to ~1.25
  • Improved road infrastructure reducing retread demand per kilometer driven
  • Increased vehicle loads from 9 to 30 metric tonnes without proportionate tyre increase
  • Electric bus tyres showing higher retread failure rates due to weight and torque
  • Industry fragmentation and credit risk with rising business closures
  • The retread material business is considered to be in terminal decline

Transaction Specifics

  • No buyer or counterparty identified as of notice date
  • Consideration yet to be determined
  • Independent valuer to be appointed to determine fair market value
  • Advisor to be appointed to identify suitable buyers
  • Company will seek to secure employment continuity for workforce as part of transaction terms

Use of Proceeds

Funds received from the sale will be utilized for:

  • Repayment/reduction of company's existing borrowings
  • Exploring other business opportunities in line with main objects of Memorandum of Association
  • Appointing outside agencies to review existing business operations and provide objective advice

Voting Arrangements

  • Remote e-voting facility provided through Central Depository Services Limited (CDSL)
  • Voting available at http://www.evotingindia.com/
  • Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, appointed as Scrutinizer
  • Results will be posted on company website https://www.vamshirubber.org/investor_relation.php and intimated to BSE Limited
  • Detailed voting instructions provided for both demat and physical shareholders

Related Party Status

None of the Directors, Key Managerial Personnel, or their relatives have any financial or other interest in this resolution.