Harmony Capital Services Limited shareholders have approved all seven resolutions presented in a postal ballot, clearing the path for the company to acquire a majority stake in Truvolt Engineering Co Private Limited. The remote e-voting process, conducted through MUFG Intime India Private Limited, concluded on August 16, 2026, with the scrutinizer’s report confirming that all special and ordinary resolutions passed with the requisite majority.

The most material resolution involves the acquisition of up to 63,23,700 equity shares in Truvolt Engineering, representing approximately 51% of its paid-up equity share capital. This move requires shareholder approval as it constitutes a material related-party transaction. Alongside this strategic expansion, shareholders also approved increasing the limit for foreign investor investment to 100% of the company’s paid-up equity share capital.

Governance Changes

The ballot also addressed significant changes to the company’s board composition. Shareholders approved the change in designation of Rajesh Ghosh (DIN: 00327645) from Director to Managing Director. Additionally, two new independent directors were appointed: Khusbu Agrawal (DIN: 09847254) and Sweta Agarwal (DIN: 11247147). An ordinary resolution was passed to appoint a statutory auditor to fill a casual vacancy.

Voting Dynamics

The voting results reveal a distinct split in participation between promoter and public shareholders on specific agenda items. While promoters voted unanimously in favor of governance-related resolutions, they abstained entirely from voting on the Truvolt Engineering acquisition and the associated related-party transactions.

What the Numbers Show

The voting data highlights a clear segregation of interests. For the Truvolt Engineering acquisition and related-party transaction approvals, only public non-institutional shareholders cast votes, with 29,68,202 votes in favor out of 29,68,206 polled. In contrast, promoter group shareholders, holding 72,00,000 shares, did not participate in these specific votes. Conversely, for the appointment of independent directors and the increase in FDI limits, both promoters (36,50,000 votes) and public shareholders participated, resulting in a total of 66,18,202 votes in favor. This pattern suggests promoters recused themselves from voting on matters where they had a direct conflict of interest regarding the Truvolt deal.

Ajay Yadav & Associates served as the scrutinizer for the postal ballot process. The company secretary, Khyati Mishra, confirmed that the resolutions are deemed passed as of the last date of remote e-voting.

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.