BABatliboi522004EGM notice

EGM on Nov 6, 2026 to consider promoter preference share conversion, loan-to-equity and new independent director

Extra-Ordinary General Meeting on Friday, November 6, 2026, 11:30 a.m. IST, via video conference.

By ScoutQuest · Tue 13 Oct 2026, 5:29 PM IST · 5 min read

EGM Date

Friday, November 6, 2026, 11:30 a.m. IST

Preferential Issue 1

up to 6,10,114 equity shares at Rs. 113.50 each

Preferential Issue 2

up to 13,21,585 equity shares at Rs. 113.50 against Rs. 15 crore loan

An EGM has been called for November 6, 2026

Batliboi Ltd has convened an Extra-Ordinary General Meeting of its members on Friday, November 6, 2026 at 11:30 a.m. IST. The meeting will be held through video conferencing or other audio-visual means. The business placed before members is proposed as special resolutions.

The five resolutions on the agenda

• Item 1: Variation of the terms and rights of 6,92,480 1% Redeemable Non-Cumulative Preference Shares (RNPS) of face value Rs. 100/- each held by Mr. Nirmal Bhogilal, Promoter and Chairman, so that they become 6,92,480 Compulsorily Convertible Preference Shares (CCPS), compulsorily convertible into equity shares on demand made by the Company at a conversion price of Rs. 113.50 per equity share, stated to be higher than the independently determined fair value of Rs. 90.31 per equity share.

• Item 2: Preferential issue and allotment of up to 6,10,114 equity shares of face value Rs. 5/- each to Mr. Nirmal Bhogilal, Promoter and Chairman, upon conversion of the CCPS held by him, at the conversion price of Rs. 113.50 per equity share.

• Item 3: Approval of an amendment to the loan agreement / arrangement with Mr. Nirmal Bhogilal so as to provide for a clause for conversion of the outstanding unsecured loan into equity shares of the Company.

• Item 4: Preferential issue and allotment of up to 13,21,585 equity shares of face value Rs. 5/- each at an issue price of Rs. 113.50 per equity share to Mr. Nirmal Bhogilal, towards conversion of the outstanding unsecured loan to the extent of Rs. 15 crore (Rupees Fifteen Crore only) principal amount extended by him to the Company.

• Item 5: Appointment of Mr. Shankaran Rajaram Vignesh (DIN: 02803903) as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years i.e. from 7th October, 2026 up to 6th October, 2031. He was appointed as an Additional Independent Director by the Board with effect from 7th October, 2026.

Terms attached to the CCPS and the new equity shares

• The CCPS carry a preferential right vis-a-vis the equity shares for payment of dividend and repayment of capital in the event of winding up or repayment of capital.
• Dividend on the CCPS is on a non-cumulative basis at the rate of 1% per annum.
• The CCPS do not carry voting rights; the equity shares resulting from conversion will carry voting rights.
• Conversion of the CCPS can be made in one or more tranches on demand by the Company after the date of allotment but on or before the expiry of 18 (eighteen) months from the date of allotment.
• The CCPS and the equity shares allotted on conversion will be in dematerialised form and subject to lock-in as applicable under the SEBI ICDR Regulations.
• The equity shares issued on conversion will rank pari passu in all respects, including entitlement to dividend, with the existing equity shares.
• The notice states the preferential issue shall not result in any change in control of the Company.
• The pre-preferential shareholding (if any) of the allottee and the equity shares to be allotted are to be under lock-in as prescribed under Chapter V of the SEBI ICDR Regulations, and shall not be sold, transferred or encumbered during the lock-in except as permitted.
• The outstanding unsecured loan is to be adjusted / set off towards the subscription and allotment of the equity shares, so the amount payable for the shares is set off against that loan.
• Allotment is to be completed within 15 (fifteen) days from the date of passing of the special resolution, or within 15 (fifteen) days from the date of receipt of approval where allotment is pending on account of regulatory approval.
• The shares so allotted shall be listed on BSE, subject to receipt of necessary approvals.
• Fractions arising on conversion shall be rounded down to the nearest whole number.

Price references in the notice

• Relevant Date for determining the minimum price / conversion price: 7th October, 2026, being the date 30 (thirty) days prior to the date of this Extra-Ordinary General Meeting.
• Conversion / issue price: Rs. 113.50 per equity share.
• Independently determined fair value as per the valuation report of the registered valuer: Rs. 90.31 per equity share.
• Face value of the equity shares: Rs. 5/- each.
• Face value of the RNPS / CCPS: Rs. 100/- each.

Who the shares are proposed to be issued to

Both preferential issues are proposed to a single proposed allottee, Mr. Nirmal Bhogilal, Promoter (Chairman), as set out in the tables in the notice. If the conversions take place as proposed, the equity shares issued would be up to 6,10,114 on conversion of the CCPS and up to 13,21,585 on conversion of the unsecured loan.

Meeting and voting details

• EGM: Friday, November 6, 2026 at 11:30 a.m. IST, through video conferencing / other audio-visual means.
• Cut-off date for determining members eligible to receive the notice: October 2, 2026.
• Cut-off date for determining eligibility of members to vote: October 30, 2026.
• Remote e-voting period: from 9:00 a.m. IST on Tuesday, November 3, 2026 to 5:00 p.m. IST on Thursday, November 5, 2026.
• The Company has appointed M/s. D. S. Momaya & Co LLP, Practising Company Secretaries, Mumbai, as the Scrutiniser.
• Members can join the meeting at least 15 (fifteen) minutes before the scheduled time, on a first-come, first-served basis, and can vote through remote e-voting and e-voting during the meeting.

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