Cosmic CRF Limited has scheduled an Extraordinary General Meeting (EOGM) for September 2, 2026, to seek shareholder approval for the full acquisition of its subsidiary, N.S. Engineering Projects Pvt. Ltd., and its migration from the BSE SME Platform to the Main Boards of BSE and NSE. The meeting will be held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM) at 3:00 P.M. IST. Shareholders holding shares as of the cut-off date, August 26, 2026, are eligible to vote electronically between August 30 and September 1, 2026. These strategic moves aim to consolidate ownership structures, enhance market visibility, and significantly expand financial leverage capacity.

The Board of Directors approved these resolutions on August 3, 2026, and communicated them to the Listing Department of BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior newspaper advertisements for the EOGM were published on August 9, 2026, in The Financial Express (English, Kolkata edition, Page 19) and Ekdin (Bengali, Kolkata edition, Page 5), in compliance with Ministry of Corporate Affairs circulars. Physical copies of the notice will be dispatched only upon specific request, while electronic notices containing e-voting instructions will be sent to registered members.

Acquisition and Allotment Details

To make N.S. Engineering Projects a wholly owned subsidiary, Cosmic CRF will issue 7,25,041 equity shares with a face value of ₹10 each. The issue price is fixed at ₹1,330 per share, based on a valuation report dated August 3, 2026, by Registered Valuer Mr. Manish Gadia (Reg No. IBBI/RV/06/2019/11646). This transaction acquires the remaining 26% fully paid-up equity shares of the subsidiary. The allotment distribution is as follows:

Post-allotment, the promoter and promoter group’s aggregate holding will rise from 55.15% to 58.42%. Mr. Aditya Vikram Birla’s individual holding will adjust from 35.51% to 32.92%, while AVB Endeavors Private Limited will hold 6.69% post-issue.

Capital Structure and Borrowing Limits

Concurrently, the company seeks approval to increase its borrowing limit from ₹200 crore to ₹1,000 crore under Section 180(1)(c) of the Companies Act, 2013. It also proposes to provide loans, guarantees, or security up to ₹1,000 crore under Section 186. These approvals significantly expand the company’s financial leverage capacity, supporting potential large-scale acquisitions or aggressive growth strategies alongside the subsidiary consolidation.

Board Designation Change

Additionally, shareholders will ratify the change in designation of Mrs. Purvi Birla from Whole-Time Director to Non-Executive Non-Independent Director, effective July 1, 2026. This transition aligns with internal governance restructuring as the company prepares for its main board listing.

Cosmic CRF Limited has deposited ₹60 crore as security to advance its acquisition of Amzen Transportation Industries Private Limited. The deposit was made pursuant to the terms of a Letter of Intent (LOI) dated July 30, 2026, received from the Resolution Professional managing the Corporate Insolvency Resolution Process (CIRP) of the corporate debtor. This step secures the company’s position in the bidding process and ensures commitments to stakeholders and secured creditors are met.

The total security deposit is split into two components: a performance security deposit and direct payments to secured financial creditors. The performance security, amounting to ₹28.40 crore, represents 10% of the total amount payable to all stakeholders, including CIRP costs. A bank guarantee for this portion was issued on August 7, 2026. The remaining ₹31.60 crore was paid directly to secured creditors, specifically UCO Bank and Prudent ARC, on August 6, 2026.

The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It serves as a continuation of an earlier communication sent on July 30, 2026, regarding the initial LOI. The filing confirms that Cosmic CRF Limited is adhering to the procedural requirements set by the Resolution Professional to maintain its eligibility for the acquisition.

What the Numbers Show

The structure of the security deposit highlights the significant liability attached to the acquisition. With ₹31.60 crore already paid to secured creditors out of the ₹60 crore total, more than half of the upfront security is allocated to clearing existing debt obligations. This suggests that the acquisition involves substantial debt restructuring, where satisfying secured lenders is a critical prerequisite for transferring control. The remaining ₹28.40 crore held as a performance guarantee indicates the scale of the total transaction value, implying a broader stakeholder payout package beyond just the secured debt.