Qualitek Labs Ltd

Qualitek Labs Limited: Trading window closed from Oct 1, 2026 until 48 hours after the unaudited financial results for the quarter and half year ended Sep 30, 2026.

AGM Details

• Date/time/mode: 25 Sep 2026, 11:30 AM IST, physical AGM with remote e-voting.
• Venue: Avanta Business Centre, Barakhamba Road, New Delhi.
• Record date: 18 Sep 2026.
• Shareholders on record: 932.
• Remote e-voting period: 22–24 Sep 2026.
• Scrutinizer: Ronak Jhuthawat & Co.; report dated 26 Sep 2026.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements for FY ended 31 Mar 2026; passed.
• Resolution 2 (Ordinary): Re-appointment of Antaryami Nayak as Director and CEO; passed.
• Resolution 3 (Ordinary): Approval of related party transactions for FY 2026-27; passed.
• Note: Four promoter ballots invalid and excluded from results.
• Total votes polled across all resolutions: 7,078,778; in favour: 7,078,778; against: 0.

Director changes

• Antaryami Nayak re-appointed as Director and CEO; rotation under Section 152 of the Companies Act.
• Term not specified in filing.

Related party transactions

• Material related party transactions approved for FY 2026-27; counterparty and value not disclosed.

AGM Details

• Held on 25 September 2026 at 11:30 AM, in-person in New Delhi.
• Chaired by MD & CEO Antaryami Nayak.
• Remote e-voting facility provided; voting window 22–24 September 2026.

Key Resolutions

• Item 1: Adoption of audited standalone and consolidated financial statements; ordinary resolution passed.
• Item 2: Re-appointment of MD & CEO by rotation; ordinary resolution passed.
• Item 3: Approval of material related party transactions for FY 2026-27; ordinary resolution passed.

Voting Results

• Item 1: Passed as ordinary resolution.
• Item 2: Passed as ordinary resolution.
• Item 3: Passed as ordinary resolution.

Director Changes

• MD & CEO Antaryami Nayak re-appointed.

Material Related Party Transactions

• Approval of related party transactions for FY 2026-27 approved.

Resolution 1: Preferential equity issue

• Issue up to 3,86,000 equity shares on preferential basis.
• To promoter/promoter group and non-promoter/strategic investors.
• Price ₹518.55 per share; aggregate up to ₹20,01,60,300.
• Proposed allottees include promoter and non-promoter entities.
• Minimum issue price determined at 16 Sep 2026 (Relevant Date).
• Share capital fully paid, dematerialized, with pari-passu ranking.

Resolution 2: Preferential warrants issue

• Up to 5,20,000 fully convertible warrants issued preferentially to promoter group.
• Warrants priced at ₹518.55 each; convertible into equal shares within 18 months.
• 25% upfront; 75% on exercise; lock-in as per ICDR.
• Promoter TIC Services Private Limited as sole warrant-allottee.
• Conversion period eighteen months; 1:1 conversion ratio.
• Total issue value up to ₹46,98,06,300; warrants up to ₹26.96 Cr.

Dates and process

• EGM date: 16 October 2026, 12:30 PM VC/OAVM.
• Remote e-voting: 13–15 October 2026.
• Cut-off date for voting eligibility: 9 October 2026.
• Relevant date for pricing: 16 September 2026.

Allottee substitution and totals

• Replaced Vibha Singhi with Jagattaraini Tieup Private Limited for 16,000 shares.
• Total proposed allotment across 26 allottees: 380,400 shares.

Promoter/non-promoter composition

• Promoter Kamal Grover allotted 1,200 shares.
• Remaining 25 allottees are Non-Promoter.
• Allottee list updated in Annexure-A.

Deal terms and approvals

• Equity shares offered under preferential issue; terms unchanged mutatis mutandis.
• Subject to regulatory approvals including shareholder approval.
• Substitution approved; revised list in Annexure-A.

Selected allottees (by name)

• Ashish Rameshchandra Kacholia — 173,200 shares (Non-Promoter).
• Kushal Jayesh Khandwala — 40,000 shares (Non-Promoter).
• Kamal Grover — 1,200 shares (Promoter).

Transaction overview

• Equity issue: up to 3,86,000 shares at ₹518.55 per share.
• Aggregate equity amount up to ₹20,01,60,300.
• Warrant issue: up to 5,20,000 fully convertible warrants at ₹518.55.
• Warrant aggregate amount up to ₹26,96,46,000.
• Warrant tenor: 18 months; convertible in one or more tranches.
• Upfront payment: 25%; balance on exercise.
• Unexercised warrants lapse after 18 months; amounts forfeited.
• Equity allottees: 26 non-promoters; promoter Kamal Grover allocated 1,200 shares.
• Warrants allottees: TIC Services Private Limited allotted 5,20,000 warrants.
• EGM scheduled for 16 October 2026 for approvals.
• Nature of consideration: cash for both issuances.

Proposed allottees and categories

• Equity allottees include 26 non-promoters and promoter Kamal Grover with 1,200 shares.
• Warrants allotted to promoter TIC Services Private Limited: 5,20,000 warrants.

Approvals

• Issuances subject to shareholders' approvals.
• EGM call and notice for approvals on Oct 16, 2026.

Meeting Details

• Date: September 22, 2026; time not disclosed.
• Location: New Delhi.

Key Agenda Items

• Fund raising via issue of securities including equity shares, equity-linked instruments, warrants, or convertibles.
• Board to consider convening General Meeting for shareholder approval of the fund-raising proposal.
• Any other matter with the permission of the Chair.

Other Notes

• Trading window closes Sept 17, 2026 to Sept 24, 2026.

AGM details

• AGM scheduled for 25 September 2026 at 11:30 AM; mode not specified.

Resolutions withdrawn

• Item No. 4, a Special Resolution for increasing remuneration limit, withdrawn.

Voting impact

• No vote on Item No. 4; the resolution will not be put to vote.

Other changes

• Corrigendum to the AGM notice to be issued; other items unchanged.