Cargosol Logistics Ltd

Internal Auditor Reappointment

• Board approved reappointment of Nitesh Wankhade as Internal Auditor for FY 2026-27.
• Date of reappointment: 11 August 2026; term for FY 2026-27 on mutually agreed terms.
• Auditor profile: Practicing Chartered Accountant with 7+ years in audits and compliance.
• No related party relationship between auditor and directors or KMP.
• Board meeting held on 11 August 2026 from 4:00 to 4:30 PM.

Key board decisions

• Appointed Internal Auditor of the company.
• Noted and taken on record the Secretarial Audit Report for FY 2025-26.
• Approved the record date for closure of register of members and transfer books for AGM.
• Authorized Company Secretary to conduct AGM and handle poll and e-voting.
• Approved up to Rs. 500 crore limit for investments, loans, guarantees and advances, pending AGM shareholder approval.
• Approved up to Rs. 250 crore cap on Related Party Transactions, subject to AGM approvals.
• Approved up to Rs. 500 crore borrowing power, subject to AGM approvals.
• Approved and adopted Directors' Report with MD&A and Corporate Governance for FY 2025-26.
• Approved the Notice of AGM.
• Approved and authorized Directors and authorized representatives to attend the investee company's AGM.
• Approved appointment of Scrutinizer M/s Jajodia & Associates for e-voting.

Meeting Details

• Date: 11 Aug 2026; Time: not disclosed; Location: Registered Office, Lodha Supremus, Andheri East, Mumbai.

Key Agenda Items

• Appointment of Internal Auditor to be considered.
• Approval and adoption of Directors' Report and MDA for FY 2025-26.
• Fix date for closure of Register of Members and Transfer Books for AGM.
• Authorize Director to conduct AGM, poll process and e-voting.
• Increase limit up to Rs 500 crore for investments/loans/guarantees/advances, subject to AGM.
• Increase limit up to Rs 250 crore for Related Party Transactions, subject to AGM.
• Increase borrowing power up to Rs 500 crore beyond Section 180(1)(c), subject to AGM.
• Secretarial Audit Report for FY 2025-26 to be taken on record.
• Approve AGM Notice and appoint Scrutinizer for E-voting.

Other Notes

Resolution summary

• Special resolution to approve raising funds by issuing FCCBS.
• Promoter group not interested in the FCCBS resolution.
• Voting outcome: 7,563,600 votes in favour, 48,000 against; 99.36% in favour.
• Total votes cast: 7,611,600.

Resolution

• Special resolution to approve raising funds by issuing Foreign Currency Convertible Bonds (FCCBs).

Meeting details

• Held 31 July 2026 via VC/OAVM; Chairman Samuel Janathan Muliyil.

Voting process

• Remote e-voting ran 28–30 July 2026; 30 minutes post-meeting voting allowed.

Outcome

• Voting results to be disseminated after Scrutinizer's report; outcome not disclosed in filing.

Attendance

• Promoter group attendees: 3; Public attendees: 6.

Scrutinizer

• Scrutinizer: Priti Jajodia appointed to scrutinize e-voting.

Key dates

• EOGM date: 31 July 2026 for 12:00 IST via video conferencing.
• Book closure: 25 July 2026 to 31 July 2026 (inclusive).
• Record Date: 24 July 2026 for entitlement.
• Event: Extraordinary General Meeting.
• Security type: Shares.

Dematerialisation status (quarter ended 30 June 2026)

• Securities received for dematerialisation during the quarter were confirmed to depositories and listed on exchanges.
• Dematerialisation certificates were mutilated/cancelled after verification and the depository's name substituted as owner within timelines.

FCCB funding authorization

• EGM on 31 July 2026 to approve issuance of FCCBs up to USD 15 million.
• FCCBs may be denominated in foreign currency or rupees, in one or more tranches.
• Aggregate size cap of USD 15 million inclusive of premium.
• Proceeds to fund expansion of global footprint and overseas markets.
• Board may appoint advisors and seek listing on stock exchanges as needed.
• Pricing to be determined later per ICDR, FEMA, and related rules; independent valuers may be appointed.
• Equity shares issued upon conversion to rank pari passu with existing shares.
• Shareholders’ approval required under multiple laws; pricing date will be board-decided.
• Maximum number of FCCBs or securities to be issued as per resolution.
• Explanatory statement attached; EGM conducted via VC/OAVM per MCA/SEBI guidelines.

FCCB funding proposal

• Special resolution to approve issue of FCCBs.
• Aggregate issue up to USD 15 million, denominated in foreign currency or INR.
• Through private placement or other permissible methods with listing on stock exchanges.
• FCCBs may convert into equity shares ranking pari passu with existing shares.
• Board authorised to appoint merchant bankers, underwriters, custodians, registrars and advisers.
• Board to determine terms including issue price, number, tranches, conversion ratios, redemption.
• Equity shares issued on conversion to rank pari passu with existing shares.
• Pricing date for FCCBs to be the date of board decision to open issue.
• Board may seek approvals from regulators and stock exchanges as required.
• Proceeds utilization to be decided by the Board in its discretion.
• FCCB issue to be in one or more tranches.
• Shareholders' consent for equity issuance upon conversion.