Ishaan Infrastructures and Shelters Ltd

Revision of preferential issue and acquisitions

• Board approved revisions to the proposed preferential issue for BEPL and Bliss Cab via share swap.
• Aggregate shares revised to 5,51,78,892 at ₹14 per share, total ₹77,25,04,488.
• Rajesh Arora removed from Proposed Allottees; allotment to him withdrawn.
• BEPL acquisition revised to 30,83,479 BEPL shares (98.71%).
• Issuance for BEPL: up to 4,62,52,185 IISL shares.
• Bliss Cab acquisition revised to 1,11,02,870 shares (90.17%).
• Issuance for Bliss Cab: up to 89,26,707 IISL shares.
• Open offer may be triggered for acquiring BEPL/Bliss Cab shareholders.
• Acquirers may be classified as Promoters after open offer.
• Issue entirely for non-cash consideration; no monetary proceeds.

AGM Details

• Date: 29 September 2026; mode: VC/OVM.
• Start: 03:37 PM IST; end: 03:52 PM.
• Record date for voting: 21 September 2026.

Key Resolutions

• Item 1: Ordinary – adopt FY2026 financial statements and reports.
• Item 2: Ordinary – re-appoint Pratik Patwari on rotation.
• Item 3: Ordinary – appoint Grover Lalla & Mehta as statutory auditors.
• Item 4: Ordinary – regularise Megha as Independent Director.
• Item 5: Ordinary – regularise Anand Kumar Jain as Executive Director.
• Item 6: Ordinary – regularise Prakash C as Non-Executive Director.
• Item 7: Ordinary – regularise Atul Chauhan as Independent Director.
• Item 8: Special – change main object and alter MOA.
• Item 9: Special – increase authorised share capital and alter capital clause.
• Item 10: Special – power to borrow up to Rs 70 crores.
• Item 11: Special – increase limits for charges on assets.
• Item 12: Special – approve loans/guarantees/investments under Section 186.
• Item 13: Special – approve loans/guarantees where directors have interest under Section 185.
• Item 14: Special – approve preferential issue of shares for non-cash consideration.

Voting Results

• Item 1: Passed; 99.998% in favour.
• Item 2: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 3: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 4: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 5: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 6: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 7: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 8: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 9: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 10: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 11: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 12: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 13: Passed; 99.998% in favour; dissent by one member (5 votes).
• Item 14: Passed; 99.998% in favour; dissent by one member (5 votes).

Dividend

• Dividend proposed/declared: none.

Director Changes

• Megha regularised as Independent Director.
• Anand Kumar Jain regularised as Executive Director.
• Prakash C regularised as Non-Executive Director.
• Atul Chauhan regularised as Independent Director.
• Pratik Ashok Kumar Patwari re-appointed by rotation.

Auditor Appointments

• Statutory Auditor: Grover Lalla & Mehta, Chartered Accountants.

Material Related Party Transactions

• Approval of loans/guarantees/securities/investments under Section 186.
• Approval for loans/guarantees to persons in which directors are interested under Section 185.

Other Material Approvals

• Changes to MOA and main object; authorized share capital increase.
• Borrowing powers up to Rs 70 crores; creation of charges on assets.
• Other capital/structural approvals as per resolutions.

AGM Details

• Held 28 September 2026 via VC/OAVM; started 03:37 PM, concluded 03:52 PM; 16 members attended.

Key Resolutions

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Reappoint Pratik Ashok Kumar Patwari as Director.
• Appoint Grover Lalla & Mehta as Statutory Auditors for five years.
• Regularise Megha Sharan as Independent Director.
• Regularise Anand Kumar Jain as Executive Director.
• Regularise Prakash Chand Bokaria as Non-Executive Director.
• Regularise Atul Chauhan as Independent Director.
• Change Main Object and amend Memorandum of Association.
• Increase authorised share capital and amend Memorandum of Association.
• Borrowing powers up to ₹70 crores (Section 180(1)(c)).
• Increase limits to create charges on assets under Section 180(1)(a).
• Authorize loans/guarantees/securities/investments under Section 186.
• Loans/guarantees to persons connected with directors under Section 185.
• Preferential issue of fully paid-up equity shares for non-cash consideration.

Voting Results

• Details of voting results to be submitted separately; not disclosed in filing.

Related Party Transactions

• No material related party transactions were approved.

Ishaan Infrastructures and Shelters Limited – Closure of Trading Window from 01st October, 2026 till the end of 48 hours after the declaration of Un-audited Financial Results for the Quarter and Half year ended 30th September, 2026.

Issuer updates

• No material updates for Ishaan Infrastructures identified in the chunk.

Meeting & dates

• Board approved Item 14 corrigendum on Sept 17, 2026.
• AGM slated for Sept 28, 2026 via VC/OAVM.
• Corrigendum dated Sept 18, 2026 issued; revisions to Item 14.
• Original AGM notice Sept 03, 2026 remains; corrigendum supplements.

Key resolutions

• Aggregate preferential issue size revised to 5,64,51,732 equity shares.
• Aggregate issue size revised to ₹79,03,24,248.
• Withdrawal of Anshul Aggarwal as proposed allottee.
• Transmission of 3,33,000 Ritu Surana shares to Kaushal Surana.
• Kaushal Surana post-issue holding revised to 1.06%.
• BEPL acquisition revised to up to 31,03,479 BEPL shares (99.35%).
• BEPL swap: 4,65,52,185 Ishaan shares for BEPL via 15:1.
• Bliss Cab acquisition up to 1,23,12,870 shares (100%).
• Bliss Cab swap: 98,99,547 Ishaan shares; 201:250 swap.
• Open offer under SEBI SAST triggered; final terms to be disclosed.
• Independent Directors' committee unanimously recommended the preferential issue.
• Valuation by Independent Registered Valuer dated Aug 29, 2026; price ₹14.
• Minimum issue price ₹13.98; final price ₹14 per Equity Share.
• No cash proceeds; issue is share swap; no interim funds.
• Timeframe: allotment within 15 days of shareholder approval.
• Promoter open offer classification contingent on transaction and open offer completion.
• Post-issue promoter holding about 50.98%; total post-issue shares 6,29,26,332.

Regulatory & timing details

• Open offer obligations under SEBI SAST; terms disclosed in offer documents.
• Allotment to be in dematerialised form; listing subject to approvals.
• Issue price fixed at ₹14 per share; floor price ₹13.98.
• Private placement approvals; file PAS-4, PAS-3, MGT-14 as required.
• Corrigendum forms integral part of AGM Notice.

Independent director outcome

• Independent Directors' committee unanimously recommended the preferential issue.

Open Offer overview

• Open offer is for 63,48,500 equity shares at ₹14, representing 10.04% of the expanded voting capital.
• Offer period runs from 23 October 2026 to 5 November 2026; Identified Date is 8 October 2026.
• Maximum offer consideration is ₹8,88,79,000 and it is not conditional on minimum acceptance or competition.
• There is no competing open offer as of this Draft Letter of Offer.

Transaction structure

• Proposed preferential issue comprises 5,67,51,732 equity shares; BEPL and BCEPL will be swapped for Ishaan shares.
• BEPL and BCEPL will become wholly owned subsidiaries of Ishaan after the swap.
• Post-offer, Promoters' shareholding via Acquirers and PACs would total 70.08% of expanded voting capital.
• Minimum public shareholding of 25% will be maintained post-offer.

Financing and pricing

• Escrow cash of ₹2.23 crore has been deposited with ICICI Bank to secure the offer.
• Offer price ₹14 and 60-day VWAP is ₹12.67; GSM Stage 2 trading status supports pricing.

Financial snapshot

• Revenue from operations: nil; no operational revenue in FY2025-26.
• Net loss Rs 25.50 lakh; EPS Rs -0.39.
• Cash and cash equivalents Rs 1.21 lakh.
• Current ratio 19.78x; total debt nil.
• Dividend not declared for FY2025-26.

Capital structure

• Authorised share capital Rs 7.50 crore.
• Paid-up share capital Rs 6.4746 crore.
• Post-issue capital unchanged; ordinary equity shares only.
• Proposed authorised capital increase to Rs 64 crore; MOA alteration.

Governance changes

• Megha Sharan appointed Independent Director; five-year term from 26-03-2026.
• Anand Kumar Jain appointed Additional Director; CFO; regularised as Executive Director.
• Prakash Chand Bokaria regularised as Non-Executive Director; designation changed.
• Atul Chauhan appointed Independent Director; five-year term from 29-08-2026.
• Audit Committee reconstituted; Megha Sharan as Chair with Atul Chauhan and Bokaria.

Major acquisitions and preferential issue

• Board approves acquisitions BEPL and Bliss Cab via share swap.
• BEPL: up to 31,23,479 shares; Bliss Cab: up to 1,23,12,870 shares.
• Issuance: BEPL 4,68,52,185 shares; Bliss Cab 98,99,547 shares.
• Total 5,67,51,732 shares at Rs 14; aggregate Rs 79.45 Cr.
• Promoter holding to ~50.74% post-issue; acquirers to be promoters after open offer.
• Floor price Rs 13.98; final price Rs 14; valuation by independent valuer.

Regulatory approvals & open offer

• Open offer under SEBI SAST triggered; details to follow in public filings.
• Share swap; no cash proceeds; preferential issue funds acquisitions via shares.
• Post-issue, equity shares to be listed on BSE.

AGM and compliance

• 31st AGM scheduled for 28 Sep 2026 via VC/OAVM.
• Remote e-voting 25-27 Sep 2026; cut-off 21 Sep 2026.
• Purva Sharegistry to provide e-voting; notices hosted on company site.

Audit & secretarial

• Statutory auditors Grover, Lalla & Mehta appointed for five years.
• Secretarial auditor VJ & Associates; Annexure II published.
• CEO/CFO certification of annual accounts issued.

Outlook and risks

• Management focuses on real estate monetisation and electronics diversification.
• Risks include macroeconomic factors and execution of acquisitions.