North Eastern Carrying Corporation Ltd

Promoter warrants issue terms

• Corrigendum clarifies terms of preferential issue of convertible warrants to promoter Sunil Kumar Jain.
• Promoter intends to subscribe and convert outstanding unsecured loan into warrants.
• Issue price fixed at Rs 18.51 per Convertible Warrant.
• 25% of issue price payable at allotment against loan/dues; 75% cash on exercise within 18 months.
• Valuation report by Hitesh Jhamb supports Rs 18.51 price and is available on the company’s website.
• E-voting window for the AGM is Sept 7–9, 2026.
• Proposed preferential issue reduces promoter-related liabilities of the company.
• AGM notice circulated on Aug 14, 2026.

Book closure details

• Book closure for AGM from 03.09.2026 to 10.09.2026 inclusive.
• Record/cut-off date for voting eligibility: 03.09.2026.
• AGM date: 10.09.2026 at 12:30 PM (VC/OAVM).
• E-voting period: 07.09.2026 09:00 AM to 09.09.2026 05:00 PM.
• Security type: Equity shares.

AGM Details

• Date and time: 10 September 2026, 12:30 PM.
• Mode: VC/OAVM; venue deemed at the registered office.
• Cut-off for voting rights: 3 September 2026.
• Remote e-voting: 7–9 September 2026; join 30 minutes before start.
• No proxies; attendance via VC/OAVM.

Key Resolutions

• Ordinary: Adoption of Audited Financial Statements for year ended March 31, 2026.
• Ordinary: Re-appointment of Utkarsh Jain as Director, liable to retire by rotation.
• Ordinary: Re-appointment of Nemani Garg Agarwal & Co as Statutory Auditors for five years.
• Special: Re-appoint Sunil Kumar Jain as Chairman and MD for five years; up to Rs 85 L annually.
• Special: Re-appoint Utkarsh Jain as Whole Time Director for five years; up to Rs 60 L annually.
• Ordinary: Increase authorised share capital to Rs 150 Crores; MOA amended.
• Special: Raise loans up to Rs 50 Crores convertible into securities.
• Special: Issue 1,00,00,000 Convertible Warrants on preferential basis to promoter Jain at Rs 18.51 per warrant.

Voting Results

• Not disclosed in this notice.
• Results will be announced at the AGM and posted on the company and NSDL websites.

Directors & Auditors

• Auditors: Nemani Garg Agarwal & Co proposed as Statutory Auditors for five years.
• Remuneration for Sunil Kumar Jain: up to Rs 85 L per annum.
• Remuneration for Utkarsh Jain: up to Rs 60 L per annum.
• Sunil Kumar Jain to continue as Chairman and MD.
• Utkarsh Jain to be re-appointed as Director liable to retire by rotation.

Capital & Fund Raising

• Increased authorised share capital; MOA amended accordingly.
• Board authorized to raise loans up to Rs 50 Crores convertible into securities.

Related Party Transactions

• Related party: Preferential issue of Convertible Warrants to promoter Sunil Kumar Jain.
• Lock-in and pricing terms to be determined as per SEBI ICDR Regulations.

Key terms of convertible warrants

• Security type: Convertible warrants, issued via preferential issue.
• Issuance type: Preferential issue to promoter.
• Total warrants: up to 1,00,00,000; aggregate size Rs 18.51 crore.
• Issue price: Rs 18.51 per warrant; face Rs 10, premium Rs 8.51.
• Conversion terms: one warrant converts into one equity share; 18-month tenure from allotment.
• Forfeiture: non-payment or non-exercise leads to forfeiture and lapse.
• Investor: Mr. Sunil Kumar Jain, promoter.
• Post-issue shareholding: not disclosed.
• Listing: not disclosed.
• Coupon/interest: N/A.
• Security: not applicable.
• Special rights: warrants enable conversion to equity.
• Lapse/cancellation: conversion must occur within 18 months; otherwise rights lapse.
• Capital/governance impact: promoter-specific issue; potential dilution on exercise.

Fundraising approvals

• Board approved raising up to Rs 50 crore via secured/unsecured loans with conversion option.
• Shareholder Special Resolution and other approvals required before fund raising.

Promoter warrants preferential issue

• Approval to issue and allot 1,00,00,000 convertible warrants to promoters at Rs 18.51 per warrant.
• Total consideration Rs 18.51 crore; price date fixed as August 11, 2026; subject to approvals.

AGM Notice and scheduling

• Draft AGM Notice approved; AGM to be held Sep 10, 2026.
• Cut-off date for remote e-voting eligibility fixed Sep 3, 2026.
• Directors/Company Secretary authorized to finalize Notice, appoint Scrutinizer, and conduct e-voting.

Fundraising via loans with conversion option

• Board approved fundraise via secured and/or unsecured loans up to Rs 50 crore, convertible into securities.
• Fundraise to be in one or more tranches, per applicable laws and approvals.
• Subject to shareholder Special Resolution and other statutory approvals.

Promoter convertible warrants issue

• Board approved issue and allotment of 1,00,00,000 convertible warrants to Promoter(s).
• Warrants issued at Rs 18.51 per warrant; total consideration Rs 18.51 crore.
• Subject to shareholder Special Resolution and other regulatory approvals.
• Date for determining issue price fixed as August 11, 2026.

AGM notice and governance actions

• Draft AGM Notice approved; matters proposed for Ordinary and Special Businesses.
• AGM to be held on September 10, 2026.
• Cut-off date for remote e-voting fixed as September 3, 2026.
• Directors/Company Secretary authorized to finalize Notice, appoint Scrutinizer, and manage remote e-voting.

Meeting Details

• Board meeting on Aug 04, 2026 at the Registered Office; time not disclosed.

Key Agenda Items

• Un-audited financial results for the quarter ended June 30, 2026.
• Increase in Authorized Share Capital, subject to approval by shareholders.
• Other business.

Other Notes

• Trading window closed from Jul 01, 2026 for 48 hours after unaudited results declaration.

Regulatory order details

• Authority: Securities Appellate Tribunal (SAT), Mumbai, issued the order dated July 08, 2026.
• Promoters Mrs. Vanya Jain and Mr. Utkarsh Jain filed the appeals.
• Order set aside SEBI Adjudicating Officer's February 21, 2023 order against appellants.
• No costs; pending interlocutory applications disposed of accordingly.
• There is no adverse financial or operational impact on the company.