Notice of EGM on December 4, 2026: ESOP scheme, Pacific Global share swap, capital increase
Pajson Agro India Ltd has called its 2nd Extra-Ordinary General Meeting on Friday, December 4, 2026 at 4:00 P.M. (IST), through video conferencing.
By ScoutQuest · · 3 min read
- ESOP Scheme 2026
- up to ~11.9 lakh options
- Share swap issue
- up to ~1.21 crore shares at Rs. 294/- each
- Share swap consideration
- up to ~Rs. 354.52 crore
What the meeting is for
Pajson Agro India Ltd has convened its 2nd Extra-Ordinary General Meeting on Friday, December 4, 2026 at 4:00 P.M. (IST), to be held through video conferencing and other audio-visual means. Members whose names appear in the register of members or the list of beneficial owners as on Friday, November 27, 2026, the cut-off date, are entitled to vote. Remote e-voting opens on Tuesday, December 1, 2026 at 09:00 a.m. (IST) and concludes on Thursday, December 3, 2026 at 05:00 p.m. (IST). Six items are placed before shareholders.
Item 1 - Employee Stock Option Scheme 2026
A special resolution seeks approval of the Pajson Agro Employee Stock Option Scheme 2026, authorising the board or its committee to create, grant, offer, issue and allot not exceeding ~11.9 lakh Employee Stock Options, each exercisable into an equal number of equity shares of face value Rs. 10/- each. The scheme is to be implemented through the direct route by way of fresh allotment, and the shares issued will rank pari-passu with the existing shares.
Item 2 - Covering group company employees
A second special resolution extends the benefits of the same scheme to employees and directors of the group company, including subsidiary company, in India or outside India, on terms the committee decides.
Item 3 - Authorised share capital
An ordinary resolution proposes to increase the authorised share capital from Rs. 25 crore divided into 2.5 crore equity shares of Rs. 10/- each to Rs. 40 crore divided into 4 crore equity shares of Rs. 10/- each, by creation of an additional 1.5 crore equity shares of Rs. 10/- each, with a matching change to the capital clause of the Memorandum of Association.
Item 4 - Share swap with Pacific Global FZCO
A special resolution covers issuance, on a preferential basis, of up to ~1.21 crore equity shares of face value Rs. 10/- each at an issue price of Rs. 294/- per equity share, for consideration other than cash. This is towards payment of the total purchase consideration of up to ~Rs. 354.52 crore payable by the company for acquisition of 1.36 lakh Ordinary Shares of Pacific Global FZCO of face value AED 1,000/- each.
- Pulkit Jain (Promoter): up to 61,49,783 shares
- Jayesh Bhagia (Public): up to 1,80,875 shares
- Parshva Jain (Public): up to 57,27,739 shares
The relevant date for determining the minimum issue price is Wednesday, November 04, 2026. Allotment is to be completed within 15 days of receipt of members' approval, or of the last regulatory approval where applicable. The subscription shares carry lock-in as specified under Chapter V of the ICDR Regulations and are issued fully paid-up, ranking pari-passu with existing shares.
Item 5 - Section 186 approval
A special resolution seeks consent for the board to give loans, guarantees or security in connection with a loan, and to acquire securities of other bodies corporate, for an amount not exceeding INR 500 crore outstanding at any time, over and above the limits prescribed under Section 186 of the Companies Act, 2013.
Item 6 - NRI and OCI investment ceiling
A special resolution proposes to increase the aggregate ceiling for investment by Non-Resident Indians and Overseas Citizens of India, on a repatriation basis, in the equity share capital of the company from the existing 10% to 24% of the paid-up equity share capital, on a fully diluted basis. The individual investment limit for any NRI or OCI stays subject to the limits prescribed under FEMA.
How to read this
The items are a mix of employee incentive expansion, a larger authorised capital base, an acquisition funded by issuing new shares rather than cash, a financing enabling limit and a wider overseas-Indian ownership ceiling. Approving fresh issue of shares increases the number of shares in existence, which is why the authorised capital increase is being sought alongside. All of these are resolutions put to a vote at the meeting.
Also from Pajson Agro India
Pajson Agro H1 FY27 investor presentation: revenue up 21.1% YoY, margin compression weighs on profit
5 Nov 2026
Pajson Agro India Ltd press release
5 Nov 2026
Board approves 100% acquisition of Pacific Global FZCO via share swap; preferential issue of ~1.21 crore shares
4 Nov 2026
More numbers
- Employee Stock Options under Scheme 202611,90,480
- Revised authorised share capitalRs. 40,00,00,000
- Equity shares to be issued on preferential basis1,20,58,397
- Issue price per equity shareRs. 294/-
- Total purchase consideration for Pacific Global FZCO sharesRs. 354,51,69,120/-
- Ordinary Shares of Pacific Global FZCO to be acquired1,36,000
- Section 186 limit for loans, guarantees and securitiesINR 500,00,00,000
- Revised aggregate NRI/OCI investment ceiling24%
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