Balgopal Commercial Limited has disclosed the forfeiture of 2,62,000 warrants held by its promoter, Sandeep Jindal, effectively reducing the company’s diluted share capital. The lapse removes a potential conversion instrument that accounted for 1.12% of the total diluted voting capital, simplifying the capital structure without altering the existing equity base. This disclosure, filed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, clarifies the final status of a preferential allotment initiated over 18 months ago.

The warrants were part of a larger issue of 40,00,000 convertible warrants allotted on a preferential basis on January 20, 2025. Of this initial tranche, 37,38,000 warrants were successfully converted into equity shares. The remaining 2,62,000 warrants lapsed on their expiry date of July 19, 2026. The Board of Directors formally recorded the forfeiture via a resolution dated July 25, 2026, and the disclosure was submitted to the Bombay Stock Exchange on July 28, 2026.

Holding Structure Post-Forfeiture

The forfeiture impacts only the diluted shareholding metrics, as the warrants had not been converted into equity. Sandeep Jindal and his Persons Acting in Concert (PAC) continue to hold 1,28,73,812 equity shares, representing 55.38% of the total voting capital. The removal of the unconverted warrants eliminates the dilution factor previously associated with these instruments.

Promoter Group Composition

The promoter group’s consolidated holding remains unchanged in terms of absolute share count and percentage of total share capital. The group includes Allied Commodities Pvt Ltd, Basudev Dealers LLP, and several individual entities. Vijay Laltaprasad Yadav holds 5,00,000 shares, while Intellect Stock Broking Limited holds 82,000 shares. Mrs. Vibha Sandeep Jindal holds a nominal position of 10 shares.

What the Numbers Show

The complete lapse of the remaining 2,62,000 warrants indicates that the promoter group did not exercise the option to convert these specific instruments within the stipulated timeframe. With 37,38,000 warrants already converted, the majority of the preferential allotment was utilized, suggesting selective conversion based on market conditions or strategic capital requirements at the time. The equity share capital of Balgopal Commercial Limited remains at ₹23,24,80,000, comprising 2,32,48,000 equity shares of ₹10 each, with no change to the authorized or issued capital due to this event.

Balgopal Commercial Ltd has issued a postal ballot notice pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking shareholder approval for the alteration of the Main Object Clause of its Memorandum of Association (MOA). The Board of Directors approved the proposal at its meeting held on July 25, 2026, recommending that the company's operational focus be concentrated exclusively on the Real Estate, Infrastructure, and Construction sectors.

Proposed Alteration to the Memorandum of Association

The proposed Special Resolution seeks to alter Clause 3(A) of the MOA by completely deleting existing sub-clauses 1 and 2, which governed historical commercial trading and investment/financial activities, and retaining the existing sub-clause 3 as the sole, consolidated main object of the company, renumbered as sub-clause 1. The retained and renumbered sub-clause will read as the company's exclusive mandate to carry on business as builders, contractors, constructors, and developers across residential, commercial, industrial, and institutional properties, including townships, holiday resorts, hotels, and motels, as well as dealing in freehold and leasehold land and immovable properties.

The Board noted that the general trading and investment activities described in the sub-clauses proposed for deletion have not been active for a long time and are no longer aligned with the company's long-term business strategy. The Board further clarified that managing surplus funds is already permissible under the company's general powers, making a separate main investment object unnecessary. The proposed deletion is stated to not affect the company's core construction operations, existing legal commitments, capital structure, or financial standing.

Key Postal Ballot and E-Voting Details

The postal ballot notice is being sent exclusively through electronic mode to members whose names are recorded as on the cut-off date of Friday, July 24, 2026, in the register of members or register of beneficial owners. The company has engaged Central Depository Services (India) Limited (CDSL) to provide the remote e-voting facility.

The postal ballot notice is available on the company's website at www.dreamaxgroup.com , on the BSE Limited website at www.bseindia.com , and on the CDSL website at www.evotingindia.com . Physical copies of the postal ballot notice and forms are not being dispatched to members in compliance with applicable MCA Circulars.

Rationale and Board Recommendation

The Board of Directors stated that the alteration is intended to concentrate management focus, corporate governance, and resources exclusively on the company's core construction and real estate projects, align the MOA strictly with active operations, and streamline its legal structure. The alteration, if approved by members, will be registered by the Registrar of Companies, Maharashtra, Mumbai-I, as per the provisions of the Companies Act, 2013.

In accordance with Section 13 of the Companies Act, 2013, alteration of the Objects Clause of the MOA requires approval by members through a Special Resolution. The Board has confirmed that none of the Directors, Key Managerial Personnel, or their relatives hold any financial or other interest in the proposed Special Resolution, except to the extent of their respective shareholdings in the company. The Board recommends the Special Resolution set out in Item No. 1 of the notice for approval by members. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting, i.e., Thursday, August 27, 2026.