SJ Corporation Ltd

Meeting Details

• Board meeting scheduled for Thursday, August 27, 2026.

Key Agenda Items

• Fix AGM date/time for FY 2025-26.
• Fix book closure date for AGM FY 2025-26.
• Approve AGM Notice, Board's Report and related documents for FY ended 31 March 2026.
• Appoint scrutinizer for e-voting at AGM.
• Any other matter with the permission of the Chair.

Financial results approved

• Standalone and Consolidated unaudited financial results for quarter ended 30 June 2026 approved with Limited Review.

Auditor changes

• Second consecutive tenure of SDBA & Co. expired; auditor resigns effective 14 August 2026.

Statutory Auditor appointment

• Appointed Statutory Auditor: Manojkumar Finva of Finava & Associates, 14 Aug 2026 for 5 years, subject to approval.

Internal Auditor appointment

• CA Krunal Pala appointed Internal Auditor for FY2026-27, effective 13 Aug 2026.

CEO appointment

• Prashant Kanjibhai Kalavadia appointed Chief Executive Officer from 13 Aug 2026.

Chairperson and director appointments

• Umang Kantilal Savani appointed Chairperson and Additional Non-Executive Non-Independent Director subject to members' approval.

New independent directors

• Ronak Vallabhbhai Kalathiya appointed Additional Non-Executive Independent Director for five years (Aug 2026–Aug 2031), subject to approval.
• Mayuri Priyankkumar Savani appointed Additional Non-Executive Independent Woman Director for five years (Aug 2026–Aug 2031), subject to approval.

Committee reconstitution

• Audit, Stakeholders Relationship, and Nomination & Remuneration Committees reconstituted with new members.

Land sale to promoter

• Postal-ballot sale to promoter cancelled; new land sale proposed to existing promoter at Kosmada, Surat.
• Land at Kosmada, Surat offered for not less than INR 1.41 crore, subject to approvals.
• Buyer is existing promoter; related party at arm's length.

Resignations of independent directors

• Independent Directors Pragnesh Kishorbhai Sonchhatra and Maulik Pravinbhai Dalsaniya resigned effective 13 Aug 2026.
• Sonchhatra previously served on Nomination & Remuneration Committee (Member) and Stakeholders Relationship Committee (Chairperson).
• Dalsaniya previously served on Audit Committee (Member), Nomination & Remuneration Committee (Chairperson), Stakeholders Relationship Committee (Member).

Open offer details

• Open offer to acquire up to 11,272,300 equity shares (26% of expanded capital) at Rs 12 per share.
• Offer opening on July 13, 2026 and closing on July 24, 2026.
• Payment of consideration is due on August 3, 2026.
• Aggregate tendered and accepted: 11,272,300 shares; offer size Rs 13,52,67,600.
• Pre-offer shareholding by acquirers: Nil.
• Acquirers to consummate SPA and apply for promoter reclassification.
• Acquirers: Pintu Kanjibhai Kalavadia, Prashant Kalavadia, Umang Kantilal Savani, Kalpesh Patel.
• Manager to the Offer: Diggi Corporate Advisors; Registrar to the Offer: Integrated Registry Management Services.

Open Offer Overview

• Acquirers: Pintu Kalavadia; Prashant Kalavadia; Umang Savani; Kalpesh Patel
• Target: SJ Corporation Limited
• Trigger: Triggered mandatory open offer for change of control
• PACs: Deemed PACs include Fishfa entities and related individuals

Offer Details

• Offer size: Up to 1,12,72,300 shares, 26.00%
• Offer price: ₹12 per share; total ₹13.53 crore
• Mode: Cash payment
• Type: Triggered mandatory open offer

Transaction Background

• Share Purchase Agreement for 49,20,000 shares at ₹12 each
• Preferential issue of 2,17,00,000 equity shares
• Board approvals on 13 Mar 2026; listing approvals obtained in 2026
• Promoters to transfer control; declassification under Reg 31A

Post-Offer Impact

• Pre-offer holding: Acquirers 50.05% after preferential issue
• Post-offer holding: 87.40% of expanded voting capital
• Management: Control transferred to Acquirers; promoters declassify

Timeline and Process

• Tendering period: 13 Jul 2026 to 24 Jul 2026
• Identified Date: 29 Jun 2026
• Letter of Offer dispatched: 6 Jul 2026
• Eligibility: Public shareholders on Identified Date may tender via broker

Independent Directors' Recommendation

• IDC recommended the Offer Price as fair and reasonable

Other Material Information

• Statutory approvals: none required, per LOF
• Offer settlement: via stock exchange Acquisition Window with lien on tendered shares
• Underlying asset activity: board-approved land sale valued at least ₹1.405 crore

Dematerialisation processing status

• Securities received for dematerialisation during Q ended 30 June 2026 were confirmed to depositories.
• Securities contained in the certificates were listed on the stock exchanges where earlier securities are listed.
• Security certificates received for dematerialisation were mutilated and cancelled after verification by the depository participant.
• The depository's name has been substituted as registered owner in the records within prescribed timelines.

Offer overview

• Open offer by four acquirers for 1,12,72,300 shares (26.00%) expanded voting capital at ₹12 per share.
• Maximum consideration if fully accepted is ₹13,52,67,600; pro-rata acceptance if oversubscribed.
• Acquirers currently hold 50.05% via preferential issue; post-offer stake would be 87.40%.
• Identified Date: 29 June 2026; tender window 13–24 July 2026.

Ownership and promoters

• Promoters to cease control post-transaction; declassification from Promoter Group planned.
• Preferential issue: 3,50,00,000 equity shares; Acquirers allotted 2,17,00,000 (62%); public allottees 1,33,00,000 (38%).

Capital structure & financials

• Post preferential issue paid-up capital rises to ₹4.3355 crore (4,33,55,000 shares).
• Consolidated net worth ₹4,842.79 Lakhs; FY2026 revenue ₹2,553.75 Lakhs; PAT ₹-23.89 Lakhs.
• Post-Offer ownership would be 87.40% of Expanded Voting Share Capital; 3,78,92,300 shares.

Regulatory & approvals

• BSE listing/trading approvals for preferential issue obtained; no further approvals required at present.

Resolutions and outcomes

• Item 1: Shift of registered office from Maharashtra to Gujarat; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 2: Appoint Pintu Kanjibhai Kalavadia as Managing Director; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 3: Re-designate Deepak Upadhyay from MD to Executive Director; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 4: Regularize Prashant Kalavadia as Executive Director; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 5: Regularize Ekta Ankur Dholakia as Independent Woman Director; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 6: Regularize Pragnesh Kishorbhai Sonchhatra as Independent Director; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 7: Increase borrowing limits under section 180(1)(c); Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 8: Create charges on assets to secure borrowings; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 9: Section 185 loan/guarantee authorization; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 10: Section 186 loan/investment authorization; Special Resolution approved (1,33,26,991 in favor; 2 against).
• Item 11: Approve material related party transactions under section 188; Ordinary Resolution approved (1,33,26,991 in favor; 2 against).
• Item 12: Approve sale of Kosmada land in Surat; Special Resolution approved (1,33,26,991 in favor; 2 against).

Director sign-off

• Signed digitally by Deepak Bhikhalal Upadhyay, Director, on 2026-07-03.