Magson Retail seeks approval for CCDs, equity issue

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.

Sr. No	Name of the Proposed Allottee	No. of CCDs to be issued	Consideration
1	Kirit Jaisingh Maganlal	3,00,000	₹3,00,00,000
Total	Total	3,00,000	₹3,00,00,000

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.

Sr. No	Name of the Proposed Allottee	Category	Maximum Number of Equity Shares
1	Atul Hariharbhai Brahmbhatt	Indian Individual, Non-Promoters	48,960
2	Prajapati Dharmendrabhai	Indian Individual, Non-Promoters	12,240
Total	Total	Total	61,200

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.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+2.94%	+9.38%	-5.15%	+41.76%	+25.00%	+82.86%

Four members of the promoter group at Magson Retail and Distribution have applied for pre-clearance to sell a combined total of up to 5,00,850 equity shares. The applications, submitted on June 19, 2026, seek approval to trade the shares on the National Stock Exchange at the prevailing market price. The current market price stands at INR 157.75 per equity share, based on the closing price on Thursday, June 18, 2026.

The applicants include Maheshbhai Naranbhai Patel, Manish Shivnarayan Pancholi, Janushi Nirav Choudhry, and Jitendra Choudhry. The proposed sales are part of a planned divestment by the promoter group, with the transactions to be executed through the stock exchange mechanism rather than off-market deals. All applicants have confirmed they do not possess any unpublished price-sensitive information at the time of signing the undertakings.

Proposed Share Sales

The table below details the proposed transactions by each designated person:

Name	Shares Held	Proposed Sale	Balance Holding
Maheshbhai Naranbhai Patel	2,33,850	Upto 2,33,850	0
Manish Shivnarayan Pancholi	8,37,100	Upto 1,57,000	6,80,100
Janushi Nirav Choudhry	55,000	Upto 55,000	NIL
Jitendra Choudhry	55,000	Upto 55,000	NIL

Compliance and Undertakings

The applications were submitted pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the company's Code of Conduct for Prevention of Insider Trading. The designated persons have undertaken to execute the trades within seven days of receiving approval. If the transactions are not undertaken, a 'NIL' report will be submitted. Furthermore, the applicants have declared they have not entered into any contra-trade in the last six months and shall refrain from doing so for a minimum period of six months post-transaction.

In the event that any applicant accesses price-sensitive information after signing the undertaking but before executing the trade, they have committed to informing the Compliance Officer immediately and refraining from dealing in the securities until such information becomes public. The approvals are pending review by the Board, Committee, or Compliance Officer of Magson Retail and Distribution Limited.