Key Dates & Details
- Meeting Date: Tuesday, October 20, 2026
- Meeting Time: 04:00 PM to 04:18 PM (IST)
- Meeting Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
- Cut-off Date for Voting: Tuesday, October 13, 2026
- Remote E-voting Period: October 15, 2026 (9:00 AM) to October 19, 2026 (5:00 PM)
- Share Transfer Book Closure: October 14, 2026 to October 20, 2026 (both days inclusive)
- Scrutinizer: CS Sumit Ghai, Managing Partner of M/s Lal Ghai & Associates
Attendance
Directors Present:
- Mr. Niraj Arya (Chairman and Whole Time Director)
- Mr. Deepak Arya (Whole Time Director)
- Mr. Kunal Arya (Managing Director & Meeting Chairperson)
- Ms. Sayuri Arya (Non-Executive Director)
- Mr. Sulabh Jain (Independent Director)
- Ms. Meenakshi Jain (Independent Director)
Key Managerial Personnel Present:
- Mr. Shubham Garg (Chief Financial Officer)
- Mr. Divyanshu Agarwal (Chief Executive Officer)
Other Attendees:
- Mr. Jagsir Singh (Representative of Secretarial Auditors, M/s Jagsir Singh & Associates)
- CS Sumit Ghai (Scrutinizer, M/s Lal Ghai & Associates)
- 20 Members present through VC/OAVM
Quorum & Conduct of Meeting
Requisite quorum was present under Section 103 of Companies Act, 2013. Mr. Kunal Arya was elected as Chairperson after Mr. Niraj Arya expressed unwillingness to chair the meeting via email dated October 19, 2026.
Resolutions Considered and Voted Upon
The following eight resolutions were put to vote through e-voting only:
SPECIAL BUSINESS
1. Special Resolution: Approval for alteration of Articles of Association by insertion of Clause 9 and Clause 10 (to enable issue of warrants and convertible securities)
2. Special Resolution: Approval for issue of up to 9,73,000 equity shares at ₹853 per share (aggregating ₹82,99,69,000) on preferential basis to non-promoter allottees
3. Special Resolution: Approval for issue of up to 9,96,000 convertible warrants at ₹853 per warrant (aggregating ₹84,95,88,000) on preferential basis to promoter allottees
ORDINARY BUSINESS
4. Ordinary Resolution: Approval for related party transactions with Rajdhani Machinery Store (aggregate value up to ₹50 crore)
5. Ordinary Resolution: Approval for related party transactions with Torque Innovation EV Auto Private Limited (aggregate value up to ₹50 crore)
6. Ordinary Resolution: Approval for related party transactions with AVR Auto Industries Private Limited (aggregate value up to ₹50 crore)
7. Ordinary Resolution: Approval for related party transactions with Jai Bharat Engineering Tools (aggregate value up to ₹50 crore)
8. Ordinary Resolution: Approval for related party transactions with Jai Bharat Auto Components (aggregate value up to ₹50 crore)
Preferential Issue Details
- Total Issue Size: Approximately ₹168 crore
- Issue Price: ₹853 per equity share/warrant
- Relevant Date for Floor Price: September 18, 2026
- Board Approval Date: September 23, 2026
Non-Promoter Allocation:
- 9,73,000 equity shares to four investors: Motilal Oswal Financial Services Limited, Calliope Capital Advisors LLP, Param Value Investments, and HEM Growth Opportunities Fund
- Aggregate value: ₹82,99,69,000
Promoter Allocation:
- 9,96,000 convertible warrants to three promoter directors: Mr. Kunal Arya, Mr. Deepak Arya, and Mr. Niraj Arya
- Aggregate value: ₹84,95,88,000
- Warrant Tenure: 18 months from allotment date
- Payment Terms: 25% consideration payable upfront, balance 75% payable upon exercise
- Promoter Investment: Approximately ₹85 crore total, with ₹21.24 crore payable upfront
Additional Information
- The issue price is not less than the floor price determined under SEBI ICDR Regulations Chapter V
- Voluntary valuation report obtained from Independent Registered Valuer for transparency
- Certificate from Practising Company Secretary confirming compliance with SEBI ICDR Regulations
- Brickwork Ratings India Private Limited appointed as Monitoring Agency (required for issues exceeding ₹100 crore)
- Proceeds will be utilized as per objects mentioned in the EGM Notice
- No change in promoters, board composition, or control of the Company resulting from the issue
- Related party transactions are for purchase/sale of goods in ordinary course of business on arm's length basis
- Transaction approvals are valid for period not exceeding one year from meeting date
Outcome
All resolutions were recommended by the Board for shareholder approval. The results will be declared by Ms. Priyanka Garg, Company Secretary & Compliance Officer, and submitted to BSE Limited. If passed, resolutions will be deemed passed on October 20, 2026.