Boston Commerce Limited appointed Deshna Jain as Company Secretary and Compliance Officer, designated as Key Managerial Personnel, effective July 7, 2026. The appointment was based on the recommendation of the Nomination & Remuneration Committee to comply with the provisions of the Companies Act, 2013 and Regulation 6(1) of the SEBI (LODR) Regulations, 2015.

The Board of Directors, which met on July 7, 2026, approved the appointment of S Parth & Company, Chartered Accountants (FRN: 154463W), as Statutory Auditors subject to shareholder approval at the ensuing Extraordinary General Meeting. If approved, the firm will hold office from the conclusion of the General Meeting until the conclusion of the 2031 Annual General Meeting. Additionally, the board appointed M/s. CS Krupa Romil Shah, Practising Company Secretaries, as Secretarial Auditor for the Financial Year 2026-27.

Nisarg Shah was appointed as the Internal Auditor of the Company for the Financial Year 2026-27. The board also approved a Scheme of Arrangement for the reduction of share capital due to accumulated business losses. The scheme proposes to cancel 66,52,090 fully paid-up equity shares of ₹10 each on a pro-rata basis to write off accumulated losses of ₹6,65,20,900. This reduction will decrease the issued, subscribed, and paid-up equity share capital from ₹7,00,22,000 to ₹35,01,100.

The company stated that the scheme does not require prior approval from the Stock Exchanges under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as it solely provides for writing off accumulated losses uniformly across all shareholders. Consequently, the draft scheme will be filed with the recognized Stock Exchanges for disclosure purposes only.

To seek approval for the statutory auditor appointment and the capital reduction scheme, the board has convened an Extraordinary General Meeting on August 5, 2026, via Video Conferencing or Other Audio Visual Means. The meeting will address these material matters requiring shareholder consent.

Key Appointments

Boston Commerce Limited has scheduled a board meeting for July 7, 2026, to consider raising funds up to an aggregate amount of ₹100 Crores for each financial year up to and including the Financial Year 2028-29. The funds are intended to be raised through Inter-Corporate Loans, borrowings, advances, and the issue of equity shares or warrants via private placement. This strategic move aims to strengthen the company's financial flexibility for business operations and potential investments.

The board will also consider a request from the promoter(s) for reclassification from the Promoter Category to the Public Category under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Other key agenda items include entering into related party transactions and acquiring an ongoing business or investing in a new business segment, each capped at ₹100 Crores annually.

In a significant structural shift, the board will deliberate on a proposed Scheme of Capital Reduction of the Company, as previously discussed in the meeting held on June 5, 2026. The meeting will also address the restructuring or disposal of non-core and non-income generating assets through methods such as slump sale, demerger, or spin-off.

Operational governance measures are on the agenda, including the appointment of a Secretarial Auditor, Statutory Auditor, and Internal Auditor, all based out of Ahmedabad. The board will also consider appointing a Company Secretary and Compliance Officer, as well as a Chief Operating Officer (COO) to strengthen business management.

Further, the directors will consider adopting a new set of Memorandum of Association and Articles of Association, shifting the Registered Office, and updating the list of authorized signatories. The board plans to reconstitute its committees and may convene an Extra-Ordinary General Meeting via video conferencing to seek shareholder approval for these proposals.

Key Agenda Items for Board Meeting