Preferential Issue of Equity Shares

The Board approved the creation, offer, issue and allotment of up to 9,73,000 (Nine Lakh Seventy-Three Thousand) fully paid-up Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 853/- per Equity Share (including a premium of Rs. 843/- per Equity Share), aggregating up to Rs. 82,99,69,000/- (Rupees Eighty-Two Crore Ninety-Nine Lakh Sixty-Nine Thousand Only).

The issue is to be made to 4 (Four) proposed allottees belonging to the "Non-Promoter" category:

  • Motilal Oswal Financial Services Limited: 4,70,000 shares for Rs. 40,09,10,000
  • Calliope Capital Advisors LLP: 3,68,000 shares for Rs. 31,39,04,000
  • Param Value Investments: 1,00,000 shares for Rs. 8,53,00,000
  • Hem Growth Opportunities Fund: 35,000 shares for Rs. 2,98,55,000

Preferential Issue of Convertible Warrants

The Board approved the creation, offer, issue and allotment of up to 9,96,000 (Nine Lakh Ninety-Six Thousand) Warrants, each convertible into 1 fully paid-up Equity Share of face value of Rs. 10/- each at an issue price of Rs. 853/- per Warrant (including a premium of Rs. 843/- per underlying Equity Share), aggregating up to Rs. 84,95,88,000/- (Rupees Eighty-Four Crore Ninety-Five Lakh Eighty-Eight Thousand Only).

The issue is to be made to 3 (Three) proposed allottees belonging to the "Promoter" category:

  • Mr. Niraj Arya: 3,32,000 warrants for Rs. 28,31,96,000
  • Mr. Deepak Arya: 3,32,000 warrants for Rs. 28,31,96,000
  • Mr. Kunal Arya: 3,32,000 warrants for Rs. 28,31,96,000

Payment Terms for Warrants: An amount equivalent to at least 25% of the issue price, i.e., Rs. 213.25/- per Warrant (aggregating up to Rs. 21,23,97,000), shall be payable on or before allotment. The balance 75%, i.e., Rs. 639.75/- per Warrant (aggregating up to Rs. 63,71,91,000), shall be payable at the time of exercise of conversion option.

Conversion Period: Warrants may be converted in one or more tranches within 18 (Eighteen) months from the date of allotment, failing which they shall lapse and the amount paid shall stand forfeited.

Issue Price and Relevant Date

The issue price of Rs. 853/- per Equity Share/Warrant is not lower than the floor price determined in accordance with Regulation 164 of the SEBI ICDR Regulations. The "Relevant Date" for determination of the floor price is Friday, 18th September, 2026.

Monitoring Agency Appointment

As the aggregate size of both preferential issues (Rs. 1,67,95,57,000) exceeds Rs. 100 Crore, the Board approved the appointment of Brickwork Ratings India Private Limited as the Monitoring Agency to monitor the utilization of proceeds in terms of Regulation 162A of the SEBI ICDR Regulations.

Related Party Transactions

The Board approved seeking shareholder approval for the following related party transactions, each with an aggregate value not exceeding Rs. 50 Crores (Rupees Fifty Crores only):

1. Rajdhani Machinery Store (Director and relative of director are partner in the firm) for Purchase and/or Sale of Goods

2. Torque Innovation EV Auto Private Limited (Relative of Director is Director in the Company) for Purchase and/or Sale of Goods

3. AVR Auto Industries Private Limited (Relative of Director is Director in the Company) for Purchase and/or Sale of Goods

4. Jai Bharat Engineering Tools (Relative of director is Proprietor in the firm) for Purchase and/or Sale of Goods

5. Jai Bharat Auto Components (Relative of director is Proprietor in the firm) for Purchase and/or Sale of Goods

All transactions shall be in the ordinary course of business and on an arm's length basis.

Extra-Ordinary General Meeting

The Board approved convening an Extra-Ordinary General Meeting ("EGM") on Tuesday, 20th October, 2026 at 04:00 P.M. (IST) through Video Conferencing/Other Audio-Visual Means to seek member approval for the preferential issues and related party transactions by way of special resolutions.

Scrutinizer Appointment

The Board appointed M/s Lal Ghai & Associates, Company Secretaries, Ludhiana (Firm Registration No: P2014PB033301) through its Managing Partner CS Sumit Ghai (M. No. F10253, COP No. 12814) as the Scrutinizer to scrutinize the remote e-voting process and e-voting during the EGM.

Shareholding Pattern Impact

Pre-issue shareholding (based on latest filing):

  • Promoter & Promoter Group: 1,53,87,796 shares (72.76%)
  • Public: 57,62,204 shares (27.24%)
  • Total: 2,11,50,000 shares (100.00%)

Post-issue shareholding (on fully diluted basis, assuming allotment of all 9,73,000 Equity Shares and full conversion of all 9,96,000 Warrants):

  • Promoter & Promoter Group: 1,63,83,796 shares (70.87%)
  • Public: 67,35,204 shares (29.13%)
  • Total: 2,31,19,000 shares (100.00%)

Board Meeting Details

The Meeting of the Board of Directors commenced at 04:00 P.M. and concluded at 06:00 P.M. on September 23, 2026.

Authorizations

Authorized the Directors and the Company Secretary & Compliance Officer to take all necessary actions including obtaining in-principle approval from the Stock Exchange, opening separate bank account for subscription money, and filing requisite forms with regulatory authorities.