Manoj Ceramic Ltd

Resolutions

• Resolution 1 (Special): Convert 100,000 NCP to 100,000 CCCPS; promoter/director interest: not disclosed.
• Resolution 2 (Special): Convert 150,000 NCP to 150,000 CCCPS; promoter/director interest: not disclosed.

Voting Outcome

• Resolutions approved by shareholders.

Impact on capital

• No immediate shareholding changes disclosed; CCS conversion may affect capital structure.

Governance

• No board or management changes disclosed.

Manoj Ceramic Ltd closes trading window from 01st October, 2026 for consideration of Unaudited Financial Results for the half year on 30th September, 2026; the trading window will open at the expiry of forty-eight hours after declaration of unaudited financial results for the half year ending 30th September, 2026.

AGM Details

• AGM held on 22 September 2026 at 3:00 PM IST via VC/OAVM.
• Cut-off date for voting: 15 September 2026; remote e-voting 19–21 September 2026.
• Total shareholders on record: 379; attendance via VC/OAVM noted.

Resolutions Put to Vote

• Item 1: Ordinary - adopt standalone financial statements for year ended 31 March 2026.
• Item 2: Ordinary - adopt consolidated financial statements for year ended 31 March 2026.
• Item 3: Ordinary - reappoint director retiring by rotation.
• Item 4: Special - remuneration to Executive Director (Drahamsi Rakhasiya).
• Item 5: Special - remuneration to Executive Director (Aakash Manoj Rakhasiya).
• Item 6: Special - remuneration to Non-Executive Director (Anjana Manoj Rakhasiya).

Voting Results

• Item 1: Passed; 100% in favour.
• Item 2: Passed; 100% in favour.
• Item 3: Passed; 84.01% in favour.
• Item 4: Passed; 76.26% in favour.
• Item 5: Passed; 87.77% in favour.
• Item 6: Passed; 32.06% in favour.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Reappointment by rotation: Director Dhruv Rakhasiya offered re-appointment.

Auditors

• Auditors: No change in statutory auditors disclosed.

Material Related Party Transactions

• Remuneration approvals to directors treated as related party transactions.

Other Material Approvals

• Remuneration approvals; no other major actions disclosed.

Rating Action

• ACUITE BBB | Stable assigned to Manoj Ceramic's bank facilities.

Instrument & Amount

• Instrument: Cash Credit and Proposed Long Term Bank Facilities.
• Total quantum: Rs 50 crore.

Lenders & Regulator

• Lenders: Axis Bank Rs 30 crore and Indian Bank Rs 14.5 crore.
• Regulator: RBI.

Outlook & Rating Details

• Rating: ACUITE BBB | Stable; Long-term rating assigned.

Term & Validity

• Rating letter dated Sep 22, 2026; expires Aug 10, 2027.

Financing Details

• Total facilities outstanding: Rs 50 crore.

AGM details

• AGM held on 22 September 2026 at 3:00 PM IST via VC/OAVM.
• Remote e-voting window: 19–21 Sept 2026; cut-off for voting rights: 15 Sept 2026.
• Meeting concluded at 3:14 PM; e-voting remained open for 15 minutes after.

Key resolutions

• Ordinary: Adopt standalone financial statements for year ended March 31, 2026.
• Ordinary: Adopt consolidated financial statements for year ended March 31, 2026.
• Ordinary: Re-appoint director retiring by rotation.
• Special: Approve remuneration for Executive Director Manoj Dharamshi Rakhasiya.
• Special: Approve remuneration for Executive Director Aakash Manoj Rakhasiya.
• Special: Approve remuneration for Non-Executive Director Anjana Manoj Rakhasiya.

Voting results

• Results pending; to be announced within two working days and displayed on company and Purva sites.

Directors and auditors

• Statutory Auditor: M/s Chhogmal & Co.; Secretarial Auditor: M/s HRU & Associates.
• Auditors' reports submitted; no qualifications reported.

Resolutions & key terms

• Item 1: Special resolution to convert NCRPS to CCPS for 1,00,000 shares at Rs 100 each.
• CCPS carry 15% non-cumulative dividends and convert into equity within 18 months.
• Promoter allottee Item 1: Manoj Dharamshi Rakhasiya; 1,00,000 CCPS issued; 1,00,000 equity on conversion.
• Item 2: Special resolution to convert 1,50,000 NCRPS into 1,50,000 CCPS for promoters.
• Conversion price: Rs 100 per equity share; CCPS convert into equity at Rs 100 with Rs 90 premium.
• CCPS to be dematerialized; lock-in as per ICDR Regulations.
• No voting rights for CCPS holders; preferential allotment to promoters.
• No change in control anticipated after NCRPS to CCPS variation.
• Consent of NCRPS holders Manoj and Dhruv received for variation.

Impact on shareholding

• Post-issue promoter stake rises to 54.23% if all CCPS convert.
• Post-issue equity shares: 1,40,57,000.
• Total public shareholding becomes 45.77%.
• Warrants converted earlier in 2026 increased promoter stake.
• Post-issue counts depend on regulatory approvals.

Timing & price governance

• CCPS allotment to be completed within 15 days of approvals.
• Equity shares to be issued within 15 days of CCPS conversion.
• Relevant date for price floor: 15 September 2026.
• CCPS and equity are dematerialized; lock-ins apply.

Transaction details

• 1,00,000 NCRPS converted to 1,00,000 CCPS at Rs 100 each (Rs 90 premium).
• 1,50,000 NCRPS converted to 1,50,000 CCPS; promoters Manoj Dharamshi Rakhasiya and Dhruj Manoj Rakhasiya.
• Total CCPS issued: 2,50,000, convertible into 2,50,000 equity shares of Rs 10.
• Conversion period: up to 18 months from allotment.

Allottees

• Tranche 1 CCPS issued to Manoj Dharamshi Rakhasiya: 1,00,000.
• Tranche 2 CCPS issued: Manoj Dharamshi Rakhasiya 1,30,000; Dhruj Manoj Rakhasiya 20,000.

Consideration and price

• Nature of consideration: not cash (conversion of existing NCRPS).
• Issue price: Rs 100 per CCPS, including Rs 90 premium.
• Face value Rs 100; equity conversion price not lower than regulatory price rules.

Post-issue holdings

• Promoter group: pre 53.4% (7,372,800); post 54.2% (7,622,800).
• Public: pre 46.6% (6,434,200); post 45.8% (6,434,200).

Approvals and process

• EGM scheduled for 15 Oct 2026 to obtain shareholder approval.
• Preference Shareholder consent letters obtained.
• Scrutinizer appointed: Rawal & Co. for remote e-voting.

Meeting Details

• Board meeting scheduled for September 16, 2026; time and venue not disclosed.

Key Agenda Items

• Consider variation of 15% Non-Cumulative Redeemable Preference Shares into 15% Compulsory Convertible Preference Shares and equity on conversion.
• Any other item with the Chair's permission.

Other Notes

• Trading window closed for directors, promoters, designated and connected persons and relatives from Sep 10–18, 2026.
• Notice of meeting available on company and BSE websites.