Harmony Capital Services Limited clarified key terms of its proposed acquisition of Truvolt Engineering Co Private Limited through a corrigendum to its postal ballot notice dated July 16, 2026. The Mumbai-based financial services firm issued the correction on August 10, 2026, to resolve ambiguities in the explanatory statement regarding the number of shares involved in the preferential issue. This clarification is critical for shareholders voting on the remote e-voting platform, as it defines the dilution impact and the specific mechanics of the share swap arrangement intended to consolidate Harmony’s control over Truvolt.

The corrigendum explicitly distinguishes between the target company’s shares and the acquirer’s issuance. Harmony proposes to acquire up to 63,23,700 equity shares of Truvolt Engineering, which constitutes approximately 51% of Truvolt’s paid-up equity share capital. In consideration for this acquisition, Harmony will issue and allot up to 1,26,47,400 of its own equity shares to the proposed allottees on a preferential basis for consideration other than cash. The share exchange ratio remains fixed at 1:2, meaning two equity shares of Harmony Capital Services will be issued for every one equity share of Truvolt Engineering acquired. The company stated that there is no change in the issue price, aggregate issue consideration, or total number of equity shares proposed to be issued as originally disclosed.

Promoter Participation and Allottee Status

The filing also revised disclosures regarding the intention of promoters and key managerial personnel to participate in the preferential issue. Dorni Vinimoy Private Limited, identified as a promoter of Harmony and a proposed allottee, intends to participate in the preferential issue pursuant to the share swap arrangement. Mr. Rajesh Ghosh, a promoter of both Harmony and Dorni Vinimoy Private Limited, does not intend to subscribe to or participate in the issue in his individual capacity. However, Mrs. Kakoli Ghosh, wife of Mr. Rajesh Ghosh and a proposed allottee, intends to participate in the preferential issue under the same share swap arrangement. No other promoters, directors, or key managerial personnel intend to subscribe to the issue.

The corrigendum replaced previous tables detailing the current and proposed status of allottees. Post-issue, Dorni Vinimoy Private Limited will retain its promoter status. Timely Financial Consultants Private Limited, Lifewood Shoppers Private Limited, and Kakoli Ghosh will transition from non-promoter status to promoter group status. The remaining proposed allottees, including Manav Poddar and Sadhanaben Kirtikumar Sanghavi, will remain non-promoters.

Revised Shareholding Pattern

The explanatory statement’s pre- and post-preferential issue shareholding pattern has been updated to reflect these changes. The promoter group’s holding is projected to increase significantly in absolute terms but decrease as a percentage of total equity due to the substantial new issuance. Pre-issue, promoters held 72,00,000 shares, representing 59.37% of the total equity. Post-issue, this figure rises to 1,36,81,150 shares, reducing their percentage stake to 55.22%. Conversely, public shareholding is expected to drop from 40.63% to 43.57% in absolute percentage terms, though the number of shares held by non-promoters increases from 49,26,900 to 1,07,93,150. The grand total equity share capital will expand from 1,21,26,900 shares to 2,47,74,300 shares following the allotment.

What the Numbers Show

The share swap structure results in significant dilution for existing shareholders who are not part of the promoter group participating in the swap. While the promoter group maintains majority control with a 55.22% stake post-issue, the entry of new entities into the promoter group—specifically Timely Financial Consultants and Lifewood Shoppers—signals a broadening of the controlling coalition. The 1:2 exchange ratio implies that Harmony values Truvolt’s equity at half the value of its own listed shares on a per-share basis, a metric investors should evaluate against Truvolt’s standalone financial performance and strategic fit within Harmony’s portfolio.

The certificate issued by M/s. Ajay Yadav & Associates, Practising Company Secretaries, confirming compliance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, remains available for inspection by members during the remote e-voting period via the company’s website.

Harmony Capital Services Ltd has restructured its leadership and oversight by appointing a new Chief Financial Officer (CFO), two independent directors, and new auditors, effective July 1, 2026. The Board of Directors approved these appointments during its meeting held on June 30, 2026. The decisions follow the resignation of the previous CFO and two independent directors, attributed to a change in the management and control of the company.

Mr. Rajeev Kumar Singh has been appointed as the CFO and Key Managerial Personnel (KMP). He brings experience in finance, accounts, taxation, and corporate compliance matters. This appointment fills the vacancy created by the resignation of Ms. Pranita Semwal, who stepped down from the position of CFO and KMP on July 1, 2026, due to the change in management and control.

Board Changes

The Board inducted Ms. Khusbu Agrawal and Ms. Sweta Agarwal as Additional Directors in the category of Non-Executive Independent Directors. Their appointments are subject to the approval of the shareholders. If approved, they will hold office for a term of five consecutive years commencing from July 1, 2026. Ms. Agrawal is a practicing company secretary and Registered Valuer, while Ms. Agarwal has over a decade of experience as a qualified company secretary.

These appointments follow the resignations of Mrs. Alpa Vora and Mr. Jignesh Barot from the office of Director. Both resigned as Independent Directors effective July 1, 2026, citing the change in management and control of the company. They confirmed there were no other material reasons for their departure.

Auditor Appointments

The Board appointed M/s. Kale Malde and Co. Chartered Accountants as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s. Kapish Jain and Associates. This appointment is also subject to shareholder approval. The firm, founded in 2020, provides assurance, taxation, and advisory services.

Additionally, M/s. Kalpesh Khatri & Associates, Chartered Accountants, were appointed as Internal Auditors for the financial year 2026-27. The Mumbai-based firm, established in 2013, specializes in internal audits, statutory audits, and taxation.

Summary of Appointments and Resignations