Genesis Ibrc India Ltd

AGM Highlights

• AGM held Sept 29, 2026 via VC/OAVM; quorum met.
• Appointed M/s Desai Saksena & Associates as Statutory Auditor for 5 years.
• Ms Ami Oza regularised as Independent Non-Executive Director for a 5-year term.
• Authorised share capital increased to INR 200 crore; MOA amended accordingly.
• Share subdivision approved: 1 old share of INR 10 split into 10 shares of INR 1.
• Preferential issue for CCME UAE up to 11.25 million equity shares at INR 10.
• Acquisition of 52% Interlink: up to 2.034 million shares; Mostafa Kabir non-promoter investor.
• CCME UAE and Interlink transactions subject to regulatory approvals and issuance completion.
• Registered office shift to Maharashtra; MOA amended accordingly.

AGM details

• Date: 29 Sep 2026; start 3:00 PM, end 3:25 PM; VC/OVM.
• Mode: Videoconferencing and other AV means.
• Record date: 22 Sep 2026; last date for postal ballot receipt: 29 Sep 2026.
• Shareholders on record: 2,310.

Key resolutions

• Resolution 1: Adopt financial statements and appoint auditors; approved.
• Resolution 2: Re-appoint director by rotation; approved.
• Resolution 3: Ratify appointment of statutory auditors; approved.
• Resolution 4: Appoint statutory auditors for five years; approved.
• Resolution 5: Ratify auditor-related remuneration/notes; approved.
• Resolution 6: Regularize independent director appointment; approved.
• Resolution 7: Increase authorised capital; amend capital clause; approved.
• Resolution 8: Preferential issue of equity shares; approved.
• Resolution 9: Sub-divide equity shares; approved.
• Resolution 10: Approve related-party transactions; approved.
• Resolution 11: Approve loans/guarantees to related entities; approved.
• Resolution 12: Approve additional related-party transactions; approved.
• Resolution 13: Borrowing limits under Companies Act; approved.
• Resolution 14: Authorise board to create charge on assets; approved.
• Resolution 15: Shift registered office; approved.
• Resolution 16: NRIs/OCI investment limit approval; approved.

Directors & auditors

• Independent director appointed; term defined in notice; approved.
• Director re-appointment by rotation; approved.

Related party transactions

• Material related-party transactions approved; counterparty and values disclosed in notes.

Other material approvals

• Capital-related approvals completed: increased authorised capital, share subdivision, and registered-office shift.

Preferential issue – key terms

• Purpose: fund growth via cash raise and acquisitions through swaps.
• Securities: Equity Shares issued under preferential allotment.
• Cash issue: up to 1,80,00,000 shares at INR 10, aggregate INR 18 crore.
• CCME UAE swap: up to 11,25,00,000 shares at INR 10, aggregate INR 112,50,00,000.
• Interlink swap: up to 2,03,42,244 shares at INR 10.
• Promoter allottees for CCME UAE: Padmanabhan Krishnamoorthy and Venkatraman Varalakshmi.
• Non-promoter cash investors: Muhammed Noor Habibullah, Suresh Kumar, Ramani Vidhu Mohan Pillai.
• Interlink acquisition: Mostafa Ahmed Kabir, Non-Promoter, allocated up to 2,03,42,244 CCME shares.
• Authorised share capital increased to INR 200 crore from INR 60 crore; MOA amendment effected.
• Resolutions for preferential issue and MOA amendments approved at AGM.
• Valuation: Independent Registered Valuer and Cat I Merchant Bankers reports used for pricing.
• No cancellation or rejection of the proposal reported.
• Shareholder approvals via AGM; authorized capital increase and related MOA amendments.

CCME Global Limited trading window closed from October 1, 2026 until 48 hours after the declaration of the unaudited standalone financial results for the second quarter and half year of FY 2026-27 ending September 30, 2026.

Acquisitions overview

• Target: CCME UAE, FMCG trading/distribution firm based in Dubai, UAE.
• Turnover and profit: AED 6,90,25,527 turnover; AED 43,98,509 net profit (as of 30 Jun 2026).
• Promoter group holds 80% and 20% in CCME UAE; related party transaction.
• Acquisition: up to 51% of CCME UAE via swap and cash.
• Share swap: up to 11,27,25,000 CCME Global shares; INR 112,72,50,000.
• Cash portion: up to INR 15,00,00,000 for CCME UAE.
• Total CCME UAE cost: INR 127,72,50,000.
• Interlink acquisition: 52% of Interlink via swap; cost INR 20,34,22,490.
• Post-transaction, Interlink becomes CCME Global subsidiary.
• Total acquisition cost cited: INR 127,72,50,000.
• Regulatory approvals: shareholder/stock exchange approvals; RBI FEMA FDI/ODI filings.
• Indicative completion: within 15 days from approval.
• Rationale: expand Middle East/Africa footprint; diversify product lines; leverage CCME UAE, Interlink strengths.
• CCME UAE incorporated Aug 21, 2017; operates in Middle East and Africa.
• Products: trading/distribution of toiletries and foodstuffs.
• Interlink: UAE-based sourcing, trading, distribution of FMCG; established 2019.
• Interlink turnover: AED 70,35,716; net profit AED 540,610 (as of Jun 30, 2026).

Meeting Details

• Board meeting scheduled for August 29, 2026; time and venue not disclosed.

Key Agenda Items

• Increase in Authorised Share Capital and alteration of MOA Clause V.
• Fund-raising via preferential issue of equity shares or other securities, subject to approvals.
• Sub-division of share capital, subject to shareholders and authorities' approvals.
• Directors' Report with annexures for year ended March 31, 2026.
• Acquisition of entities and related matters.
• Shift in registered office and related matters.
• Fix date, time, venue, and mode of AGM; approve Notice.
• Fix cut-off date and Book Closure for AGM and final dividend entitlement.
• Appoint Scrutinizer and Remote E-voting Agency for AGM.

Other Notes

New appointment

• Ami Oza appointed as Additional Independent Non-Executive Director and Chair, effective Aug 21, 2026.
• Appointment for five years, subject to shareholders' approval; not liable to retire by rotation.
• Profile: LL.M., BLS/LL.B., IPR diploma; 10+ years in corporate and regulatory law.
• Not related to other directors or KMPs.
• Not debarred by SEBI; not disqualified under Companies Act 2013.

Chairperson resignation

• Ritika Agrawal resigned as Chairperson of the Board, effective Aug 21, 2026.
• Continuing as Independent Non-Executive Director.

Board and committee reconstitution

• Patel ceased as Independent Non-Executive Director due to sad demise; Aug 15, 2026.
• Ami Oza appointed Additional INED w.e.f Aug 21, 2026.
• Ritika Agrawal appointed Audit Committee Chair from Aug 21, 2026.
• Ami Oza appointed Audit Committee Member from Aug 21, 2026.
• Patel ceased as NRC Chair and member; Aug 15, 2026.
• Ritika Agrawal appointed NRC Chair from Aug 21, 2026.
• Ami Oza appointed NRC Member from Aug 21, 2026.
• Patel ceased as Audit Committee Chair and member; Aug 15, 2026.
• Patel ceased as SRC Chair; Aug 15, 2026.
• Ritika Agrawal appointed SRC Chair from Aug 21, 2026.
• Ami Oza appointed SRC Member from Aug 21, 2026.

Demise of INED

• Ashok Chhaganbhai Patel, Independent Non-Executive Director, CCME Global Limited.
• Cessation as INED due to death, effective August 15, 2026.
• DIN: 08024669.
• Annexure A records death reason and cessation date.
• Impact on governance: cessation of INED status.

Deviation status and fund utilisation

• Mode of fund raising: preferential issue.
• Deviation in use of funds: not applicable.
• Monitoring agency: not applicable.
• Auditor comments: none.
• Modifications to objects: none.
• Funds utilisation status: no deviation; utilisation aligned with objects.