Maheshbhai Naranbhai Patel has requested to be reclassified from the Promoter Group to the Public category in Magson Retail and Distribution Limited , citing a lack of involvement in the company's operations and management. The request, submitted on June 26, 2026, will be considered by the Board of Directors under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The reclassification aims to align the shareholder's status with their current role, or lack thereof, within the company.

Patel holds 850 Equity Shares of face value of ₹10 each. In his communication to the Board, he stated that he is not involved in business operations, corporate actions, or day-to-day affairs. He further confirmed that he does not possess special rights to appoint directors, influence management, or participate in key policy decisions.

To qualify for reclassification, Patel confirmed compliance with specific regulatory conditions. He undertook that he and related persons shall not hold more than 10% of the total voting rights or exercise control over the company's affairs directly or indirectly. Additionally, he confirmed the absence of special rights through formal or informal arrangements and that he is not represented on the Board or acting as a Key Managerial Person.

The shareholder also declared that he is not a wilful defaulter as per Reserve Bank of India guidelines nor a fugitive economic offender. He undertook to comply with the conditions of Regulation 31A(3) indefinitely regarding voting rights and control, and for a minimum of three years regarding board representation and key managerial roles. Failure to maintain these conditions will result in reclassification to the promoter group.

Shareholder Details

The company has intimated the National Stock Exchange of India Limited regarding this material event. The Board will seek all necessary approvals before effecting the change in the shareholding pattern.

Magson Retail and Distribution Limited has scheduled an Extra-Ordinary General Meeting (EGM) on July 15, 2026, to seek shareholder approval for raising ₹4 crore through a preferential issue of securities and to re-appoint two key directors. The company proposes to issue 0% unsecured Compulsorily Convertible Debentures (CCDs) aggregating ₹3 crore and equity shares worth ₹1 crore to non-promoter investors. The proceeds are intended to meet working capital requirements and for general corporate purposes.

Preferential Issue of CCDs

The Board seeks approval to issue up to 3,00,000 fully paid-up 0% unsecured CCDs with a face value of ₹100 each, aggregating ₹3,00,00,000. The allottee is Kirit Jaisingh Maganlal, a non-promoter investor. These CCDs will be compulsorily convertible into equity shares of ₹10 each within 18 months from the date of allotment. The conversion price will be determined based on the relevant date, defined as 30 days prior to the holder exercising the conversion option, in accordance with SEBI ICDR Regulations.

The CCDs are unsecured, carry 0% interest, and will be allotted in dematerialized form. The resultant equity shares upon conversion will rank pari-passu with existing shares and will be listed on the NSE SME Platform, subject to regulatory approvals. The company has stated that the issue proceeds will be utilized primarily for working capital (₹2.40 crore) and general corporate purposes (₹60 lakh) by March 31, 2028.

Preferential Issue of Equity Shares

Separately, the company proposes to issue up to 61,200 fully paid-up equity shares of ₹10 each at a price of ₹163.48 per share, including a premium of ₹153.48 per share. The total issue size aggregates to ₹1,00,04,976. The shares will be allotted to Atul Hariharbhai Brahmbhatt (48,960 shares) and Prajapati Dharmendrabhai (12,240 shares), both non-promoters.

The issue price of ₹163.48 is based on the higher of the 90-day or 10-day volume weighted average price preceding the relevant date of June 15, 2026, or a valuation report from Den Valuation (OPC) Private Limited. The proceeds from this issue are earmarked for working capital requirements (₹80,04,976) and general corporate purposes (₹20 lakh) to be utilized by March 31, 2028.

Re-appointment of Directors

The EGM will also consider special resolutions for the re-appointment of Mr. Rajesh Emmanuel Francis as Managing Director and Mr. Manish Shivnarayan Pancholi as Whole-Time Director. Both appointments are for a term of three years commencing from April 01, 2026, to March 31, 2029. Mr. Francis is eligible for remuneration up to 5% of the net profit or a minimum of ₹55,00,000 per annum in case of inadequacy of profits. Mr. Pancholi is eligible for remuneration up to 5% of the net profit or a minimum of ₹25,00,000 per annum.

The meeting will be held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM) on July 15, 2026, at 03:00 PM IST. The cut-off date for determining shareholder eligibility to vote is July 08, 2026. CS Kunal Sharma has been appointed as the scrutinizer for the e-voting process.