Exhicon Events Media Solutions Ltd

Key approvals

• Re-appointment of Padma Mishra for AGM rotation.
• Appointment of Bilimoria Mehta & Co as Statutory Auditors from the ensuing AGM to FY2030-31, subject to shareholders' approval.
• Draft Annual Report for year ended 31 March 2026 approved.
• Draft Notice of the 16th AGM approved.
• Pratik Bangade appointed Scrutinizer for AGM e-voting.
• Annexure detailing Statutory Auditor appointment enclosed.

Key developments

• Pipeline expanded to 125,000 sq m, about 25% of India's 500,000 sq m indoor capacity.
• More than 60,000 sq m expected to be completed by end FY 2026-27.
• ACMA awarded 30,000 sq m of pre-engineered expo infrastructure for Bharat Mobility Global Expo 2027 at Dwarka.
• Project to commence September 2026 and complete January 2027, ahead of the Expo.
• Venue-as-a-Service model with Operations and Maintenance strengthens asset utilization.

Resolutions

• Special resolution approved to issue warrants convertible into equity to promoter for cash.
• Ordinary resolution approved to appoint Bilimoria Mehta & Co as statutory auditors in casual vacancy.
• Items transacted with approval; no detailed voting percentages provided.

Key terms

• Warrants issued on a preferential basis to promoter; terms like price and quantity not disclosed.
• Conversion terms subject to applicable terms; details not specified.

Shareholding impact

• Promoter stake impact contingent on warrant conversion; exact numbers not disclosed.

Fund utilisation / rationale

• Proceeds from warrant issue to promoter for cash; use not disclosed.

EOGM Corrigendum Details

• Special resolution to issue up to 5,00,000 fully convertible warrants at Rs 479 each.
• Aggregate proceeds: Rs 23.95 crore to promoter Mohammad Quaim Syed.
• Proposed allottees: 1 promoter, 500,000 warrants.
• Warrants exercisable into 1 equity share within 18 months; 25% upfront, 75% on exercise.
• Lock-in applicable; dematerialized allotment within 15 days; listing on exchange.
• Proceeds to be used for capital expenditure, working capital, and general corporate purposes.
• Promoter holding rises to 50.99% (77,83,498 shares) post-issue; no change in control.
• Post-issue total shares: 1,52,66,500; no other KMP subscription.
• Timeframe: allotment within 15 days of resolution; subject to regulatory approvals.
• Separate bank account kept until funds are utilised; disclosure of objects in corrigendum.

Dematerialisation processing status

• Dematerialisation requests processed; securities confirmed to depositories for the quarter.
• Securities dematerialised have been listed on stock exchanges where existing securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner within prescribed timelines.

EGM Purpose

• Special resolution to issue up to 5,00,000 warrants convertible into equity to promoter for cash.

Resolution 1 – Warrants terms

• Warrants at Rs 479 each; exercise into one equity share within 18 months.
• Up to 5,00,000 warrants; total consideration Rs 23.95 crore.
• Upfront 25% on subscription; balance 75% on exercise.
• Lock-in as per ICDR; warrants/shares dematerialised.
• Proposed allottees include Mohammad Quaim Syed (promoter) 500,000 warrants.
• Post-issue promoter stake rises to 50.98% from 49.32%.
• There is a stated change in control and management on conversion.
• Date and relevant date: July 1, 2026.

Resolution 2 – Auditor appointment

• Ordinary resolution to appoint M/s Bilimoria Mehta & Co as Statutory Auditors.
• Casual vacancy due to resignation; term until next AGM.
• Audit fee proposed Rs 3.5 lakh; higher than prior Rs 3.0 lakh.
• No director or KMP interest in this resolution.

Voting and results

• Voting outcome not provided in this filing.

Shareholding impact

• Promoter holding post-issue rises to 50.98% from 49.32%.

Fund utilisation / Rationale

• Funds up to Rs 23.95 crore for expansion and working capital.
• Proceeds to be kept in separate bank account until utilised.

Governance / Management changes

• No direct director changes at this EGM; change in control possible.
• Board authorized to finalize terms and issue to allottees.