Board approves preferential issue to promoter, preference share conversion, ESOP allotment and independent director

Board meeting outcome (October 7, 2026).

Wed 7 Oct 2026

Preferential Issue to Promoter

up to 13,21,585 equity shares at Rs. 113.50 per share

Loan Conversion

unsecured loan of Rs. 15,00,00,000/-

Paid-up Capital Change

from Rs. 23,61,34,200 to Rs. 23,62,84,195

The Board of Directors met on October 7, 2026 and considered and approved the following business.

Equity shares against promoter loan

• Preferential issue of up to 13,21,585 equity shares of face value Rs. 5/- each to Mr. Nirmal Bhogilal, Promoter and Chairman of the Company.
• The shares are to be issued towards conversion of the unsecured loan of Rs. 15,00,00,000/- (principal) he extended to the Company.
• Issue price is Rs. 113.50 per equity share, which the update states is higher than the independently determined fair value of Rs. 90.31 per equity share in the registered valuer's report, and not lower than the floor price determined under the ICDR Regulations.
• The shares are for consideration other than cash; the loan will be converted and allotted directly as equity shares.
• The Board approved the appointment of CA Harsh Chandrakant Ruparelia, Registered Valuer, for the valuation report connected with this preferential issue.

Preference share conversion

• Variation of the terms of 6,92,480 1% Redeemable Non-Cumulative Preference Shares of Rs. 100/- each held by Mr. Nirmal Bhogilal, so as to make them compulsorily convertible into equity shares of the Company on demand.
• Preferential issue of up to 6,10,114 equity shares of face value Rs. 5/- each to him upon conversion of these 6,92,480 preference shares, at Rs. 113.50 per equity share, being higher than the fair value of Rs. 90.31 per equity share, aggregating to approximately Rs. 6,92,48,000/-.
• The variation needs the consent of the preference shareholders of the affected class by special resolution and the approval of the equity shareholders by special resolution.
• The preference shares will be convertible on demand and converted into equity shares when such demand is made and exercised.

ESOP allotment

• 13,333 shares of face value Rs. 5/- each at an exercise price of Rs. 45/- each.
• 16,666 shares of face value Rs. 5/- each at an exercise price of Rs. 55/- each.
• Both allotments are under the Company's Employee Stock Option Plan Scheme, and the shares rank pari passu with existing equity shares.
• After this allotment, the issued and paid-up equity share capital stands increased from Rs. 23,61,34,200 comprising 4,72,26,840 shares of Rs. 5/- each to Rs. 23,62,84,195 comprising 4,72,56,839 equity shares of Rs. 5/- each.

Board change

• Appointment of Mr. Shankaran Rajaram Vignesh (DIN: 02803903) as an Additional Director designated as a Non-Executive Independent Director, for a term of five (5) years with effect from 7th October, 2026, not liable to retire by rotation.
• The appointment is based on the recommendation of the Nomination and Remuneration Committee and is subject to approval of the shareholders of the Company.
• He is stated not to be related to any Director of the Company and to satisfy the criteria of independence under the Companies Act, 2013 and the SEBI Listing Regulations.

What this means for shareholders

• The promoter's unsecured loan of Rs. 15,00,00,000/- is proposed to be converted into equity shares instead of being repaid in cash, and the preference shares held by him are proposed to become compulsorily convertible.
• The proposed equity shares would be issued at Rs. 113.50, above the valuer's fair value of Rs. 90.31 per equity share.
• Both preferential issues are subject to the approval of the members in a General Meeting and other statutory and regulatory approvals, as applicable.
• Because new equity shares are proposed to be issued, the total number of equity shares would rise if these proposals go through, which is a factor that can affect each existing shareholder's percentage holding.

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