Shalimar Paints Ltd

Shalimar Paints Ltd-$: Trading window to close from Thursday, October 01, 2026 till the end of 48 (forty-eight) hours after the declaration of Unaudited Financial Results (Standalone and Consolidated) of the Company for the Quarter and Half year ending September 30, 2026

Resolutions proposed

• Item 1: Special resolution to issue up to 83,03,072 equity shares on preferential basis for cash.
• Item 2: Special resolution to issue up to 41,70,21,987 equity shares on preferential basis for non-cash consideration.
• Item 3: Ordinary resolution to issue up to 81,12,02,664 CCPS on preferential basis for non-cash consideration.
• Item 4: Special resolution to raise capital via QIP up to Rs 1000 crores.

Voting results

• Item 1 approved; 63,869,505 in favour, 268,336 against.
• Item 2 approved; 63,720,325 in favour, 417,516 against.
• Item 3 approved; 63,720,325 in favour, 417,516 against.
• Item 4 approved; 63,870,293 in favour, 267,548 against.
• Promoter group supported all resolutions; no opposition.

Shareholding impact

• Resolutions enable large issuances that could dilute current shareholders.
• Promoter group currently holds about 75% pre-issue stake.
• Post-issuance details and specific allottees not disclosed.

Use of funds / rationale

• No use of proceeds disclosed in the filing.

Management changes

• No board or management changes announced.

Key resolutions

• Issue and allot up to 83,03,072 equity shares on preferential basis for cash.
• Issue and allot up to 41,70,21,987 equity shares on preferential basis for non-cash consideration.
• Issue and allot up to 81,12,02,664 CCPS on preferential basis for non-cash consideration.
• Raise capital via QIP up to Rs 1000 crore in one or more tranches.
• Ankush Agarwal appointed Scrutinizer for remote e-voting.
• Consolidated voting results to be submitted to stock exchanges and posted on company website.

EGM details

• EGM held on 11 September 2026 via video conferencing.
• Quorum confirmed; meeting concluded at 1:30 p.m. IST.
• Remote e-voting period: 7 Sep 2026 09:00 to 10 Sep 2026 17:00.

AGM details

• AGM held on 9 September 2026 at 12:30 PM IST via video conference.

Ordinary business

• Adopt standalone and consolidated financial statements; passed with 99.94% in favour.
• Director re-appointment approved; 99.94% in favour.

Special business

• Share capital increase approved; 99.91% in favour.
• Investment limits under Section 186 increased; special resolution approved; 99.91% in favour.
• Cost auditors' remuneration ratified for FY 2026-27; 99.95% in favour.

AGM details

• 124th AGM held Sept 9, 2026 via video conferencing.

Financial statements approved

• Audited standalone and consolidated financial statements for FY ended Mar 31, 2026 adopted.

Director appointment

• Reappointed director Aaditya Gajendra Sharda (retiring by rotation).

Capital structure changes

• Increased and restructured authorised share capital.

Investment limits

• Increased limits of investments under Section 186 of Companies Act 2013.

Remuneration & Scrutiny

• Ratified remuneration payable to Cost Auditors for FY 2026-27.
• Ankush Agarwal appointed Scrutinizer for remote and AGM voting.

Voting results

• Voting results will be announced to stock exchanges and placed on the company website.

Overview & timing

• Corrigendum issued Sep 3, 2026; EGM set for Sep 11, 2026 via VC/OAVM.
• Pro Fin Capital excluded; cash equity issue reduced; total cash equity shares now 83,03,072.
• Equity for cash at ₹85 per share; total cash value ₹70.58 crore.
• Item 2: Special resolution to issue up to 41,70,21,987 equity shares at ₹85 to HIML via swap.
• Item 3: Special resolution to issue up to 81,12,02,664 CCPS at ₹85 to HIML via swap.

Resolutions & key terms

• Item 2: Special resolution to issue up to 41,70,21,987 equity shares at ₹85 to HIML via swap.
• Item 3: Special resolution to issue up to 81,12,02,664 CCPS at ₹85 to HIML via swap.
• Conversion tenure: CCPS convert 6-18 months; lock-in per ICDR Regulations.
• Promoter group subscribes to 3,01,98,027 equity shares and 76,47,07,880 CCPS.
• Valuation by Saksham for non-cash; final swaps depend on HIML valuation.
• Annexure A lists ultimate beneficial owners for post-issue holders.

Shareholding impact

• Promoter holding pre-issue: 74.96%.
• Post-cash issue promoter holding: 68.20%.
• Post-all issuances promoter holding: 64.96%.
• Non-promoter holding post-issuance: 35.04%.

Funding use & rationale

• Total proposed utilization ₹70.58 crore; funding working capital and general corporate purposes.
• Working capital: ₹52.93 crore; General corporate: ₹17.64 crore.
• Utilization window: within 90 days of allotment.

Promoter commitment & governance

• Promoter group intends to subscribe to 3,01,98,027 equity shares and 76,47,07,880 CCPS.
• Promoter names include Aaditya Sharda, Souvik Sengupta, and others; eight named promoters listed.
• Conversion terms: CCPS conversion not before 6 months, not later than 18 months.

Voting outcomes

• Voting outcomes are not disclosed in this corrigendum.

Other disclosures

• Corrigendum aligns EGM Notice with NSE observations and ICDR norms.
• Annexure A attached detailing ultimate beneficial owners and post-issue status.

Meeting details

• EGM on 11 Sep 2026 via VC; four capital resolutions.

Resolutions

• Resolution 1: Special; cash preferential issue up to 1,24,54,608 equity shares at ₹85 to non-promoter.
• Resolution 2: Special; preferential issue up to 41,70,21,987 equity shares at ₹85; swap for HIML shares.
• Resolution 3: Special; up to 81,12,02,664 CCPS at ₹85; swap for HIML shares.
• Resolution 4: Special; QIP up to ₹1,000 crore; to QIBs; discount up to 5%.
• Promoter/Director interest: some HIML promoter group entities identified as proposed allottees.

Utilisation & rationale

• Utilisation: cash proceeds ₹105.86 crore for working capital and general corporate purposes.
• Rationale: invest in HIML to create a scalable platform for infrastructure materials.
• Interim use: proceeds kept in bank deposits.

Shareholding impact

• Promoter stake projected around 66.5% after CCPS issuance.
• Non-promoter dilution expected due to issuances.

Governance & management

• No new director appointments or removals disclosed.

Dates & disclosures

• EGM date: Sept 11, 2026; e-voting window Sept 7–10, 2026; cut-off Sept 4, 2026.