Harmony Capital Service Ltd

Harmony Capital Service Ltd — Trading Window closed from 01st October, 2026 till the expiry of 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended 30th September, 2026.

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.