12-JUL-2025- Inter alia, has considered and approved the following: 1. In terms of recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company has appointed Two (2) additional Directors in the capacity of Independent Director of the Company for a term of 5 (five) consecutive years with effect from 12th June 2025 to 11th June 2030, subject to requisite approval of members of the Company: (a) Mr. Alan M Wagner (DIN: 10946669) as an Additional Director in the capacity of Independent Director of the Company. (b) Mr. S Balasubramanian (DIN: 11097149) as an Additional Director in the capacity of Independent Director of the Company. 2. The Board of Directors of the Company has decided to reconstitute various committees pursuant to the change in the composition of the Board of Directors of the Company 3. To create offer and issue and allot Equity Shares on a preferential basis subject to approval of members. To create, offer, issue and allot up to 1,24,67,500 (One Crore Twenty-Four Lakhs Sixty-Seven Thousand Five Hundred) fully paid-up Equity Shares of the Company having face value of ? 10/- each, at a price of ? 40/- (Rupees Forty Only) per Equity Share, including a premium of ? 30/- (Rupees Thirty Only) per Equity Share, aggregating to ? 49,87,00,000 (Rupees Forty-Nine Crore Eighty-Seven Lakhs Only) on a preferential allotment basis to Non-promoter as per the provisions of the SEBI (ICDR) Regulations, 2018 as amended time to time. This issue & allotment is made pursuant to and in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the ?SEBI ICDR Regulations?) and other applicable provisions, if any and subject to approval of Shareholders and other regulatory authorities, if any. The Board has approved the Valuation Report Issued by Mr. Suman Kumar Verma (IBBI Registration No.: IBBI/RV/05/2019/12376), Registered Valuer for the purpose of issue of equity shares on preferential basis. 4. To create offer and issue and allot Convertible warrants into equity share on a preferential basis subject to approval of members. To create, offer, issue and allot up to 1,18,00,000 (One Crore Eighteen Lakhs) fully paid-up Convertible warrants into equity share of the Company having face value of ? 10/- each, at a price of ? 40/- (Rupees Forty Only) per Equity Share, including a premium of ? 30/- (Rupees Thirty Only) per Convertible warrants into equity share, aggregating to ? 47,20,00,000 (Rupees Forty-Seven Lakhs Twenty Thousand Only) on a preferential allotment basis to Promoter, Promoter Group as per the provisions of the SEBI (ICDR) Regulations, 2018 as amended time to time. This issue & allotment is made pursuant to and in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the ?SEBI ICDR Regulations?) and other applicable provisions, if any and subject to approval of Shareholders and other regulatory authorities, if any. The Board has approved the Valuation Report Issued by Mr. Suman Kumar Verma (IBBI Registration No.: IBBI/RV/05/2019/12376), Registered Valuer for the purpose of issue of equity shares on preferential basis 5. The Company has appointed M/s. Jitendra Parmar & Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2023GJ903900, Peer Review Certificate No. 3523/2023) (Membership No.: FCS ? 11336) as Secretarial Auditor of the Company, pursuant to the provisions of Regulation 24A of Listing Regulations, as amended (?SEBI Listing Regulations?) and Section 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its powers) Rules, 2014 and based on the recommendation of the Audit Committee and the Directors of the Company, for undertaking the Secretarial Audit of the Company for the one term of five (5) 6. Convene an 33rd Annual General Meeting (?AGM?) of the Company which will be held on Saturday, 12th July, 2025 at 03:00 P.M. (IST) through Video Conferencing (?VC?) or Other Audio-Visual Means (?OAVM?), in accordance, with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI) for seeking requisite members approval in relation to the aforesaid matters, as applicable. 7. The Register of Members of the Company will remain closed from Friday, July 04, 2025 to Saturday, July 12, 2025 (both dates inclusive) for the purpose of 33rd AGM for the financial year ended March 31, 2025. 8. Approved the Notice of Annual General Meeting (?AGM?), Director?s Report and other related documents forming the part of AGM to be sent to shareholders. 9. Appointment of M/s Gaurav V Bachani (Membership No.: 61110), Practicing Company Secretaries to act the scrutinizer for purpose of conducting e-Voting Process in fair and transparent manner for Annual General Meeting. 10.Appointment of M/s. Pooja Gala & Associates, Practicing Company Secretaries, Thane to issue compliance Certificates in this regard to SEBI (ICDR) Regulation, 2018 as amended time to time.
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