Godawari Power & Ispat Limited successfully conducted its Extra-Ordinary General Meeting (EGM) on March 14, 2026, through video conferencing, securing shareholder approval for a crucial amendment to its Memorandum of Association. The meeting, which commenced at 11:30 AM and concluded at 12:00 NOON, saw participation from 37 members, including key management personnel and independent directors.

Overwhelming Shareholder Support

The special resolution to amend the Object Clause of the Memorandum of Association received exceptional support from shareholders. The voting results demonstrated strong confidence in the company's strategic direction:

Strategic Amendment Details

The approved amendment introduces a new clause 4 to the company's main objects, enabling Godawari Power & Ispat Limited to establish, maintain, and operate comprehensive transportation services. The new object clause encompasses:

• Shipping, air transport, rail transport, and road transport services
• Purchase, charter, hire, build, or acquire various transportation assets
• Ownership and operation of ships, vessels, aircraft, railway wagons, and motor vehicles
• Maintenance, repair, insurance, and leasing of transportation equipment

Business Rationale and Implementation

The company's decision to amend its MOA stems from its strategic plan to purchase wagons under the General-Purpose Wagon Investment Scheme (GPWIS) for captive use. This initiative aligns with the development of the company's own railway siding at its proposed new Integrated Steel Plant. The amendment provides flexibility to optimize wagon utilization during idle periods by offering transportation services to third parties.

According to the explanatory statement, the company clarified that it does not intend to engage in full-fledged logistics operations as an independent business line. Instead, the amendment serves the limited purpose of ensuring efficient utilization of wagons during idle periods, return journeys, or one-way movements.

Meeting Proceedings and Governance

The EGM was conducted in full compliance with the Companies Act, 2013, SEBI regulations, and MCA circulars. Key attendees included:

The company provided both remote e-voting facilities (from March 11, 2026, 9:00 AM to March 13, 2026, 5:00 PM) and e-voting during the meeting through NSDL's platform. CS Brajesh R. Agrawal served as the appointed scrutinizer, ensuring transparent and fair voting processes.

Regulatory Compliance and Next Steps

The Board of Directors, in their meeting held on February 6, 2026, had recommended this amendment to shareholders. With the special resolution now passed, Company Secretary CS Yarra Chandra Rao has been authorized to complete all necessary formalities, including filing required e-forms with the Registrar of Companies and Ministry of Corporate Affairs.

The amendment represents a strategic move to enhance operational efficiency and asset utilization while maintaining the company's core focus on power and steel operations. This development positions Godawari Power & Ispat Limited to better serve its logistics requirements while creating potential additional revenue streams through optimized asset utilization.

Godawari Power and Ispat Limited has successfully allotted 1,97,002 equity shares under its Employee Stock Option Plan 2023 (GPIL ESOP-2023), marking another milestone in the company's employee benefit initiatives. The Nomination and Remuneration Committee approved the allotment through a circular resolution passed on 21.03.2026 at around 10:45 A.M.

Share Allotment Details

The allotment comprises shares from two different grants under the ESOP scheme:

The 1,97,002 equity shares have a face value of Re. 1 each and are fully paid up. These shares will rank pari-passu with the existing equity shares of the company in all respects.

Financial Impact and Pricing

The exercise of these stock options generated Rs.2,28,91,632.40 for the company. The exercise price was set at Rs.116.20 per share, which reflects a 25% discount to the market price as determined by the company's pricing formula. This pricing was adjusted following the company's share subdivision, where one equity share of face value Rs. 5 was subdivided into five equity shares of Re. 1 each.

Consequent to this allotment, the company's paid-up share capital has increased from Rs.67,11,67,908 to Rs.67,13,64,910.

ESOP Scheme Structure

The GPIL ESOP-2023 operates under a structured vesting schedule designed to retain talent and align employee interests with company performance:

• 35% of total eligible options vest on the first anniversary of the grant date
• 35% of total eligible options vest on the second anniversary of the grant date
• 30% of remaining options vest on the third anniversary of the grant date

Employees can exercise their vested options within three years from the date of vesting. The scheme complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Additional Developments

During the reporting period, 2,48,690 options lapsed due to employee resignations, highlighting the natural attrition factor in ESOP schemes. The company reported that there were no variations in the terms of options other than adjustments for corporate actions related to share subdivision.

The diluted earnings per share pursuant to the issue of equity shares on exercise of options stands at Rs. 8.91, calculated based on the company's earnings for the nine-month period ended 31.12.2025. The newly allotted equity shares are not subject to any lock-in period, providing immediate liquidity to the option holders.