PLEASE FIND THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS SCHEDULED TO BE HELD ON SATURDAY , JUNE 21, 2025.
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Simplex Castings has called an EGM on Saturday, June 21, 2025 at 2:00 PM via video conferencing, with a record date of June 14, 2025 and remote e-voting from June 18-20, 2025. The EGM will consider two special resolutions: (1) Preferential allotment of 5,75,862 equity shares at Rs. 246 per share (including Rs. 236 premium), aggregating Rs. 14.17 crore, to promoter Ketan Moolchand Shah (3,59,914 shares, ~Rs. 8.85 crore) and three non-promoter individuals. The entire proceeds are intended for repayment of loans. The issue price is based on the 90-day and 10-day VWAP as on the relevant date of May 22, 2025, in line with ICDR Regulations. (2) Re-appointment of Mr. Ketan Moolchand Shah as Whole Time Director designated as Chairman and CEO for five years (July 10, 2025 to July 9, 2030), with approval sought for his remuneration exceeding Rs. 5 crore or 2.5% of net profits. There will be no change in control of the company post the preferential issue.
Existing shareholders should note a ~Rs. 14.17 crore equity dilution from the preferential issue, with the promoter increasing his stake substantially. The fund raise is aimed at debt reduction, which may improve the balance sheet but will also result in equity dilution of roughly 5,75,862 shares. Approval of director remuneration above SEBI thresholds is also being sought.