Notice of Extra Ordinary General Meeting
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IGC Industries has called an Extra-Ordinary General Meeting on Friday, May 2, 2025, at 11:00 AM via video conferencing to seek shareholder approval on five special business items. These include (1) the appointment of Omprakash Pyarelal Sonar as Independent Director for five years, (2) the re-appointment of Ziauddin Mohammad as Managing Director for five years from April 4, 2025, and (3) an increase in authorised share capital from Rs. 35 crore to Rs. 61 crore (from 3.5 crore to 6.1 crore equity shares of Rs. 10 each). The company also seeks approval to acquire 65,40,443 equity shares of M/s CNX Corporation Limited (CCL) at Rs. 48 per share, totalling about Rs. 31.39 crore, to be paid entirely through a share swap by issuing 2,61,61,772 new IGC shares at Rs. 12 each (including Rs. 2 premium) to CCL shareholders. The acquisition will make CCL an associate company of IGC Industries, and the shares will be issued on a preferential basis, subject to lock-in under SEBI ICDR rules.
Existing shareholders will face significant dilution as over 2.61 crore new shares (roughly 75% of the current share base of 3.5 crore) will be issued, reducing their proportional ownership. The Rs. 31.39 crore CNX Corporation acquisition via share swap expands the company's group structure and brings a new associate on board, but the steep discount at which new shares are issued (Rs. 12 vs the Rs. 48 paid for CCL shares) reflects the relative valuations and may be viewed negatively by current investors.