Boston Commerce Limited has approved a Scheme of Arrangement for the reduction of share capital to write off accumulated business losses. The scheme proposes the cancellation and extinguishment of 66,52,090 fully paid-up equity shares of ₹10 each on a pro-rata basis. This reduction will decrease the paid-up equity share capital from ₹7,00,22,000 to ₹35,01,100. The company stated that the scheme solely provides for writing off accumulated losses and does not require prior approval from the Stock Exchanges under Regulation 37 of the SEBI LODR Regulations.

The Board of Directors convened a meeting on July 7, 2026, at the registered office in Ahmedabad to approve several key appointments and the capital restructuring proposal. The Board appointed Deshna Jain as the Company Secretary and Compliance Officer designated as Key Managerial Personnel effective July 7, 2026. The appointment was made 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Boston Commerce Limited approved the appointment of M/s. S Parth & Company, Chartered Accountants, as the Statutory Auditors of the Company. This appointment is subject to the approval of the members 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. The firm of M/s. CS Krupa Romil Shah was appointed as the Secretarial Auditor for the Financial Year 2026-27.

The Board appointed Nisarg Shah as the Internal Auditor for the Financial Year 2026-27. To seek shareholder approval for the statutory auditor appointment and the capital reduction scheme, the Board has convened an Extraordinary General Meeting on August 5, 2026. The meeting will be held through Video Conferencing or Other Audio Visual Means.

Appointments Summary

Boston Commerce Limited has scheduled an Extraordinary General Meeting on August 5, 2026, via Video Conferencing to seek shareholder approval for a capital reduction scheme and the appointment of statutory auditors. The meeting will also address proposals to enhance borrowing powers and authorize business acquisitions.

The Board proposes to reduce the issued, subscribed, and paid-up equity share capital from ₹7,00,22,000 to ₹35,01,100 by cancelling 66,52,090 fully paid-up equity shares of ₹10 each on a proportionate basis. This scheme aims to write off accumulated losses of ₹6,65,20,900 and rationalize the balance sheet. The reduction will be implemented such that every 20 existing equity shares are consolidated into 1 share. The company stated that the scheme does not require prior approval from the Stock Exchanges under Regulation 37 of the SEBI (LODR) Regulations, 2015, as it uniformly applies to all shareholders.

Shareholders will also consider the appointment of M/s. S Parth & Company, Chartered Accountants (FRN: 154463W), as Co-Statutory Auditors to act jointly with the existing auditors. If approved, the firm will hold office for a term of five consecutive financial years commencing from the conclusion of the EGM. Additionally, the Board has recommended the regularization of the appointment of Ms. Jansi Falgunkumar Patel and Ms. Gunjan Jyotishbhai Leuva as Non-Executive Independent Directors for a term ending May 11, 2031.

The EGM agenda includes resolutions to approve borrowing powers up to ₹100 Crores and the acquisition of businesses or strategic assets for an aggregate investment not exceeding ₹100 Crores during each financial year up to FY 2028-29. The Board has also proposed adopting a new set of Memorandum of Association and Articles of Association to align with the Companies Act, 2013. The remote e-voting period commences on August 2, 2026, and ends on August 4, 2026.

Key Proposals at EGM