Meeting Details

The approval is sought through a Postal Ballot process rather than a physical meeting. The voting is conducted through electronic means only (remote e-voting), with no physical meeting scheduled.

Proposed Resolutions and Implications

ITEM NO. 1: APPROVAL FOR RAISING OF THE FUNDS

The company seeks approval for a special resolution to raise funds up to ₹400 Crores (Rupees four hundred crores only) through various permissible modes:

  • Qualified Institutional Placement (QIP)
  • External Commercial Borrowings (ECBs) with rights of conversion into shares
  • Optionally or Compulsorily Convertible Redeemable Preference Shares (OCPS/CCPS)
  • Other securities convertible into equity shares
  • Rights offering
  • Public and/or private offerings

The funds may be raised in one or more tranches. The resolution is enabling in nature, allowing the Board of Directors to determine the specific timing, structure, price, and terms of any issuance at their discretion.

Key Terms for QIP Issuance (if pursued):

  • Allotment must be completed within 365 days from passing of the special resolution
  • Securities cannot be sold by allottees for 1 year from allotment date except on recognized stock exchange
  • Minimum number of allottees: 2 for issue size ≤ ₹250 crores, 5 for issue size > ₹250 crores
  • No single allottee can receive more than 50% of the issue size
  • Minimum 10% must be allotted to mutual funds
  • Pricing must follow SEBI ICDR Regulations formula with possible discount of up to 5%
  • SEBI-registered credit rating agency will monitor use of proceeds
  • Subsequent QIP cannot be undertaken until 2 weeks after prior QIP

Fund Utilization:

The proceeds shall be utilized for:

  • Capital expenditure on expansion projects
  • Payment of outstanding dues
  • Repayment or prepayment (full/partial) of borrowings
  • Funding inorganic growth opportunities
  • General corporate purposes including working capital requirements
  • Brand building and strengthening of existing manufacturing capabilities
  • Maintenance of plants and machinery
  • Research and development

Voting Process and Methods

The company is using remote e-voting only, facilitated by Central Depository Services (India) Limited (CDSL).

Voting Period: Tuesday, July 14, 2026 at 9:00 A.M. (IST) to Wednesday, August 12, 2026 at 5:00 P.M. (IST)

Cut-off Date: Friday, July 3, 2026 - Members registered as of this date are entitled to vote

Voting Methods:

  • Individual shareholders with demat accounts can vote through their depository (CDSL or NSDL) accounts
  • Physical shareholders and non-individual shareholders must vote through www.evotingindia.com
  • The notice is being sent electronically to members with registered email addresses

Scrutinizer Appointment

The Board of Directors has appointed M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries, as scrutinizer for conducting the postal ballot process in a fair and transparent manner.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
  • MCA circulars dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021, May 05, 2022, December 28, 2022, September 25, 2023, September 19, 2024 and September 22, 2025
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020
  • Other applicable provisions of the Act, rules, circulars and notifications

Results Announcement

The results of the postal ballot will be announced within two days of conclusion of the voting and will be communicated to the National Stock Exchange of India Limited where the company's shares are listed. The results will also be displayed on the company's website (https://wheelsindia.com) and CDSL's website (www.evotingindia.com).

Additional Information

The explanatory statement confirms that promoters and persons related to promoters will not subscribe to the issue if made under Chapter VI of SEBI ICDR Regulations. None of the Directors or Key Managerial Personnel are concerned or interested in the proposed resolution except to the extent of their shareholding and potential subscription to equity shares if issued.