Amalgamated Electricity Company Ltd

Key approvals and governance actions

• Approved the Board's Report for FY ended 31 March 2026 with annexures.
• Fixed 91st AGM for 25 September via VC/OAVM.
• Appointed Aradhana Kurup as MD for 5 years, subject to member approvals (effective 21-08-2026).
• Approved aggregate cap for loans/investments/guarantees up to Rs 700 crore.
• Approved Revival/Revival-cum-Restructuring Plan and its implementation subject to terms and approvals.
• Authorized designated officers to negotiate and execute definitive agreements for revival.
• Appointed Anushree Keshav as Scrutinizer for AGM/e-voting.

Meeting Details

• Board meeting scheduled for 21 August 2026 at 2:00 PM via video conferencing.

Key Agenda Items

• Consider and approve the Board Report for FY ended 31 March 2026 and annexures.
• Consider and approve the convening of the 91st AGM and the draft Notice including date, time, venue/mode.
• Approve appointment of Aradhana Kurup as Managing Director, subject to member and other approvals.
• Approve loans/investments/guarantees or securities up to 700 Crores under Section 186, subject to applicable approvals.
• Consider Revival/Revival-cum-Restructuring Plan and its implementation.
• Authorize execution of Definitive Agreements and related documents; empower officers to negotiate, finalize, execute.
• Consider and transact any other business with the Chair's permission.

Other Notes

• No trading window closure period specified in this filing.

Resolutions and outcomes

• Purpose: Postal ballot to secure approvals for capital changes, governance actions, and director appointments.
• Record date: July 10, 2026; remote e-voting: July 14–Aug 12, 2026.
• Resolution 1 (Ordinary): Increase authorised share capital — Passed (99.67% in favour).
• Resolution 2 (Special): Alter Articles of Association — Passed (99.67% in favour).
• Resolution 3 (Special): Change Object Clause — Passed (99.67% in favour).
• Resolution 4 (Special): Preferential issuance of equity shares — Passed (99.67%).
• Resolution 5 (Special): Change registered office Mumbai to Delhi — Passed (99.67%).
• Resolution 6 (Ordinary): Appoint Somesh Yag Ratanchand Kapai as Non-Executive Director — Passed (99.67%).
• Resolution 7 (Special): Appoint Jay Nareshbhai Tillani as Independent Director — Passed (99.67%).
• Resolution 8 (Ordinary): Regularise Aradhana Kurup as Executive Director — Passed (99.67%).
• Material impact: Capital structure changes, private placement, office relocation, board expansion.

Q1 June 2026 results

• Board approved unaudited results for quarter ended 30 June 2026.
• Total income for quarter ended 30-06-2026: Rs 0.51 lakh.
• Finance cost 1.18; depreciation 2.76; other expenses 17.27; total expenses 21.21.
• PBT: -20.69 lakh; PAT: -20.69 lakh.
• Basic and Diluted EPS: -0.75.

Auditor remarks and going concern

• Independent auditor's review; no audit opinion issued.
• Going concern: liabilities exceed assets by Rs 93.47 lakh.
• Going concern depends on future operations and substantial financial support.
• Comparative June 2025 figures audited by predecessor; unmodified opinion.

Meeting Details

• Board meeting on August 10, 2026 at 1:30 PM; venue not disclosed.

Key Agenda Items

• Consider unaudited standalone results for quarter ended June 30, 2026.
• Any other business with the permission of the Chair.

Other Notes

• Trading window closed from July 1, 2026 until 48 hours after results declaration.

Dematerialisation actions and certificate status

• Dematerialisation requests processed; decisions communicated to depositories.
• Securities dematerialised listed on exchanges where earlier issues are listed.
• Physical certificates were mutilated and cancelled after due verification.
• Depository name substituted as registered owner in the register within prescribed timelines.

Dematerialisation processing and certificate status

• Dematerialisation requests processed and confirmed to depositories.
• Securities dematerialised listed on the stock exchanges where existing issues are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification, with depository name substituted as owner.
• Actions completed within prescribed timelines.

Postal ballot purpose

• Purpose: seek member consent for eight resolutions via remote e-voting.
• Resolutions cover capital expansion, charter amendments, object clause change, and director appointments.

Resolutions proposed

• Item 1 (Ordinary): Increase Authorized Capital to Rs 2,000 crore.
• Item 2 (Special): Alter Articles of Association to align with Companies Act 2013.
• Item 3 (Special): Change Object Clause to reposition as AI/tech company.
• Item 4 (Special): Issue up to 130 crore equity shares for up to Rs 650 crore.
• Item 5 (Special): Change registered office from Mumbai to Delhi.
• Item 6 (Ordinary): Appoint Somesh Kapai as Non-Executive Director.
• Item 7 (Special): Appoint Jay Tillani as Independent Director.
• Item 8 (Ordinary): Regularise Aradhana Kurup as Executive Director.

Preferential issue terms

• Total issue size up to Rs 650 crore via 130 crore equity shares.
• Pricing determined per SEBI ICDR rules; floor at Rs 5 per share.
• Relevant date for price determination: 13 July 2026.
• Lock-in: pre-issue 90 trading days; post-issue 6 months for non-promoters.
• 100% cash payment at subscription; dematerialized allotment.
• Monitoring by Brickwork Ratings with quarterly reports.
• Complete preferential issue within 15 days of shareholder approval.
• Objects: strategic investments and general corporate purposes.

Change of registered office

• Shift of registered office from Mumbai to Delhi.
• Clause II altered to Delhi as registered office.

Director appointments & regularisation

• Somesh Kapai: Non-Executive, Non-Independent; term commencing 13 Jul 2026, liable to rotate.
• Profile: 45 years in corporate strategy, investment banking, and capital raising.
• Jay Tillani: Independent Director; five-year term; meets independence criteria.
• Aradhana Kurup: Executive Director; regularised; 27 years tech experience.

Proposed allottees & related party

• Proposed allottees are non-promoter entities including Almontroz Trust and Uni Growth Fund.
• Promoters do not participate in the preferential issue.

Material governance/financial changes

• Capital expansion aligns with growth plans; no assets charged as security.
• Authorized capital increased to Rs 2,000 crore with 400 crore shares.