Harmony Capital Service Ltd

Resolution 1: Change designation to MD

• Special resolution; Rajesh Ghosh designated as MD; 99.9999% in favour, 0.0001% against.

Resolution 2: Khusbu Agrawal Independent Director

• Special resolution; Khusbu Agrawal appointed as Independent Director; 99.9999% in favour, 0.0001% against.

Resolution 3: Sweta Agarwal Independent Director

• Special resolution; Sweta Agarwal appointed as Independent Director; 99.9999% in favour, 0.0001% against.

Resolution 4: Statutory Auditor to fill casual vacancy

• Ordinary resolution; Statutory Auditor appointed to fill casual vacancy; 99.9999% in favour, 0.0001% against.

Resolution 5: TruvVolt acquisition

• Special resolution; Acquisition of 63,23,700 shares (~51%) in TruvVolt Engg Co Pvt Ltd; 99.9999% in favour.

Resolution 6: Foreign investment limit increase

• Special resolution; Increase limit for foreign investment to 100% of paid-up capital; 99.9999% in favour.

Resolution 7: Related party transactions with Truvolt Engg Co Pvt Ltd

• Special resolution; Approval of material related party transactions with Truvolt Engg Co Pvt Ltd; 99.9999% in favour.

Key dates and outcomes

• Record date 10-07-2026; total shareholders 1,488; 7 resolutions passed via postal ballot.

Purpose and resolutions

• Objects: approve preferential acquisition of Truvolt Eng Co Pvt Ltd via up to 63,23,700 shares.
• Share Exchange Ratio: 1 Harmony share for 2 Truvolt shares.
• Issue: up to 1,26,47,400 Harmony Equity Shares to allottees.
• Promoter participation: Dorni Vinimoy to participate; Rajesh Ghosh not; Kakoli Ghosh to participate.
• No change in exchange ratio, issue price, aggregate consideration, or total shares.

Post-issue ownership and disclosures

• Annexure A: list of allottees with promoter/non-promoter status.
• Annexure B: pre- and post-issue holdings per allottee.
• Annexure C: post-issue shareholding pattern; promoters 55.22%, public 44.78%.
• Total shares rise from 12,126,900 to 24,774,300.

Resolutions

• Change in designation: Rajesh Ghosh from Director to Managing Director for five years (Feb 2026–Feb 2031). Status: pending.
• Appointment of Ms. Khusbu Agrawal as Independent Director for five years (Jul 2026–Jun 2031). Status: pending.
• Appointment of Ms. Sweta Agarwal as Independent Director for five years (Jul 2026–Jun 2031). Status: pending.
• Appointment of Statutory Auditor to fill casual vacancy. Status: pending.
• Acquire up to 63,23,700 Truvolt shares (51%) via share swap; issue 1,26,47,400 Harmony shares. Status: pending.
• Increase foreign investor limit to 100% of paid-up capital; subject to laws. Status: pending.
• Approve material related party transactions with Truvolt; includes Dorni Vinimoy, Timely Financial, Lifewood Shoppers, Kakoli Ghosh. Status: pending.

Annexure D correction

• Revision of Annexure D to correct the list of proposed allottees for equity allotment.
• Board meeting on 16 July 2026; revised Annexure D to replace the earlier list.
• Total equity shares proposed to be allotted: 12,647,400.
• Promoter/promoter-group and non-promoter allottees are listed with allocations in Annexure D.
• Clerical error; correction limited to Annexure D; other approvals unchanged.

Meeting Details

• Board meeting scheduled for Thursday, 16 July 2026 (time and venue not disclosed).

Key Agenda Items

• Proposal for issuance of equity or other securities via private placement, QIP, rights issue, or similar.
• Unaudited financial results for quarter ended 30 June 2026, with Limited Review Report.

Other Notes

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

Dematerialisation processing status

• Securities received for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as registered owner in the register within the prescribed timeline.
• Securities dematerialised have been listed on the exchanges where the earlier issued securities are listed.

Key governance actions

• Rajeev Kumar Singh appointed Chief Financial Officer and Key Managerial Personnel, effective 01 July 2026.
• Khusbu Agrawal appointed Additional Director, Non-Executive Independent, effective 01 July 2026, subject to shareholder approval.
• Sweta Agarwal appointed Additional Director, Non-Executive Independent, effective 01 July 2026, subject to shareholder approval.
• Kale Malde & Co. appointed Statutory Auditors to fill the casual vacancy; effective 01 July 2026.
• Kalpesh Khatri & Associates appointed Internal Auditors for FY 2026-27, effective 01 July 2026.
• Alpa Vora resigns from the Board as Director, effective 01 July 2026.
• Jignesh Barot resigns from the Board as Director, effective 01 July 2026.
• Pranita Semwal resigns as CFO and KMP, effective 01 July 2026.
• Khusbu Agrawal and Sweta Agarwal not debarred from office of Director.