Bonus issue inter- alia, has considered and approved the following proposals:- 1. Cancellation of unissued forfeited shares and consequent Amendment in the Articles of Association of the Company: Cancellation of 49,400 forfeited Equity shares forming part of the Issued and Subscribed share capital of the Company and consequently to amend the Articles of Association of the Company by insertion of a new clause for ?Cancellation of forfeited shares?, subject to the approval of the shareholders of the Company. Further, upon cancellation of forfeited shares, the amount paid-up on forfeited shares will be dealt with in accordance with the applicable Indian Accounting Standards and the Issued and Subscribed share capital of the Company will be cancelled and get reduced to the extent of the total nominal value of the forfeited shares. 2. Increase in the Authorised Share Capital of the Company and consequent Alteration of Capital Clause of the Memorandum of Association of the Company: Increase in the Authorised Share Capital of the Company from existing Rs. 5,10,00,000/- (Rupees Five Crores and Ten Lakhs Only), comprising of 50,00,000 (Fifty Lakhs) Equity shares of face value of Rs. 10/~ (Rupees Ten Only) each and 10,000 (Ten Thousand) Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each to Rs. 15,10,00,000/- (Rupees Fifteen Crores and Ten Lakhs Only) comprising of 1,50,00,000 (One Crore and Fifty Lakhs) Equity shares of Rs. 10/ (Rupees Ten Only) each and 10,000 (Ten Thousand) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each and consequently to amend Clause V i.e., Capital Clause of Memorandum of Association of the Company to reflect the proposed change in Authorised Share Capital of the Company, subject to the approval of the shareholders of the Company. 3. Recommended the issue of Bonus Shares to the existing Equity Shareholders of the Company: Recommended and approved the Issue of 78,77,022 Equity shares as Bonus Shares in the ratio of 2:11i.e.,2 (Two) new fully paid-up Equity Shares of face value of Rs. 10/~ (Rupees Ten Only) each for every 1 (One) existing fully paid-up Equity Share of face value of Rs. 10/~ (Rupees Ten Only) each held by the eligible shareholders of the Company as on the Record Date (mentioned below), subject to approval by shareholders and any other applicable statutory and regulatory approvals. 4. Record Date for Bonus shares: The record date for determining the entitlement of the Members of the Company to receive bonus equity shares is Friday, March 06, 2026. 5. Delisting of Equity Shares from The Calcutta Stock Exchange Limited (?CSE?) Only: In accordance with Regulation 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and subsequent amendments thereto (?SEBI Delisting Regulations?), the Board has approved and recommended the proposal to voluntarily delist the equity shares of the Company from the CSE only, where no exit opportunity is required and the Company shall continue to remain listed only on BSE Limited. 6. Notice of Postal Ballot through e-voting process for seeking approval of members of the Company: Approved the Postal Ballot Notice for secking approval of shareholders of the Company in the abovementioned agenda items through e-voting process. The Postal Ballot Notice shall be submitted to the Stock Exchange in due course in compliance with provisions of SEBI LODR Regulations. 7. Appointment of Mr. S.K. Gupta (FCS-2589) and Ms. Divya Saxena (FCS-5639), Partners of M/s. S. K. Gupta & Co., Company Secretaries, to act as the Scrutinizer and Alternate Scrutinizer for conducting the Postal Ballot through e-voting process and scrutinizing the votes cast by the Shareholders by Postal Ballot through e-voting process pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed there under in a fair and transparent manner. 8. Fixed cut-off date Friday, January 23, 2026 to determine the eligibility of members entitled to vote by the Postal Ballot through e-voting process in respect of the resolutions to be passed. 9. Mr. Dhruv Bhasin, Company Secretary and Compliance Officer of the Company is authorized to take all necessary steps in connection with the convening and conducting of the Postal Ballot through e-voting process, including finalizing and dispatch of the Postal Ballot Notice, arrangement for e-voting facility, filing of necessary documents and to do all such acts as may be necessary for smooth conduct of the Postal Ballot process.
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