NITCO Limited has announced a postal ballot notice seeking shareholder approval for a material related party transaction (RPT) with Authum Investment & Infrastructure Limited. The company issued the notice on March 23, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance Update

On March 31, 2026, NITCO Limited informed stock exchanges about the completion of newspaper publication requirements under Regulation 47. The company published advertisements regarding the postal ballot notice and remote e-voting information in the following newspapers:

Transaction Details

The proposed transaction involves NITCO Limited availing working capital and invoice discounting facilities from Authum Investment & Infrastructure Limited for an aggregate amount up to ₹75 crores during FY2026-27. The facilities are designed to address the company's short-term operational fund requirements and maintain seamless business activities.

Voting Schedule and Process

The remote e-voting process will be conducted through National Securities Depository Limited (NSDL) platform. Shareholders whose names appear on the Register of Members as on the cut-off date will be eligible to participate in the voting process.

Related Party Relationship

Authum Investment & Infrastructure Limited operates as a Non-Banking Financial Company (NBFC) and holds a 49.10% equity stake in NITCO Limited. The company's consolidated financial performance for FY25 shows a turnover of ₹4,578.34 crores, profit after tax of ₹4,241.41 crores, and net worth of ₹14,689.34 crores.

Previous Transactions

During the last financial year, NITCO Limited had undertaken transactions with Authum totaling ₹75 crores, comprising ₹50 crores in working capital facility and ₹25 crores in bill discounting facility. The proposed transaction value represents approximately 23.86% of NITCO's annual consolidated turnover for the immediately preceding financial year.

Regulatory Compliance

The Audit Committee and Board of Directors reviewed and approved the proposed transaction at their meeting held on March 23, 2026. Mr. B. Durga Prasad Rai, Practicing Company Secretary (Membership No. A10060), has been appointed as the Scrutinizer for conducting the postal ballot process.

The postal ballot notice has been sent electronically to shareholders whose email addresses are registered with the company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited, or with Depository Participants. Physical copies will not be distributed in accordance with MCA circulars.

Financial Impact

The proposed facilities are expected to provide enhanced flexibility in cash flow management, enable prompt response to market demand, and support timely payments to vendors and suppliers. The transaction is structured on an arm's length basis and is considered commercially beneficial to the company's operational stability and long-term business growth.

NITCO Limited concluded significant corporate developments with the completion of equity share allotment and successful postal ballot outcomes. The company's board of directors had approved the allotment of 1,14,00,000 equity shares through warrant conversion and material related party transactions during their meeting on March 23, 2026.

Equity Share Allotment Through Warrant Conversion

The board approved the allotment of 1,14,00,000 equity shares to promoter Vivek Prannath Talwar through conversion of share warrants. The conversion follows the original issuance of 2,34,10,000 convertible warrants on January 27, 2025, pursuant to shareholder approval at the Extra-Ordinary General Meeting held on November 15, 2024.

The warrant conversion process involved receiving the balance 75% of the issue price, as 25% was already collected during the initial warrant allotment. The newly allotted equity shares rank pari-passu with existing equity shares in all respects.

Regulatory Disclosure Filing Under SEBI Regulations

Following the warrant conversion, Vivek Talwar filed the mandatory disclosure under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. The disclosure was submitted to both BSE Limited and National Stock Exchange of India Limited on March 26, 2026, through the company's compliance officer Rupali Kambli.

Shareholding Impact and Remaining Warrants

The conversion significantly altered the promoter's shareholding pattern in the company. Vivek Talwar's equity participation increased substantially following the warrant exercise.

The promoter retains 1,20,10,000 warrants pending conversion, which must be exercised by July 26, 2026, as per SEBI ICDR regulations. This 18-month conversion window provides flexibility for future equity participation.

Postal Ballot Results and Overwhelming Shareholder Approval

Shareholders overwhelmingly approved key resolutions through postal ballot conducted via remote e-voting under Regulations 30 and 44 of SEBI Listing Regulations. The voting period concluded on March 20, 2026, with scrutinizer B. Durga Prasad Rai overseeing the process.

The first resolution approved Vivek Prannath Talwar's re-appointment as Managing Director designated as "Executive Chairman" for three years effective April 01, 2026. The second resolution authorized the company to grant advances, loans, guarantees, or provide security under Section 185 of the Companies Act, 2013.

Regulatory Compliance and Documentation

The postal ballot process was conducted in full compliance with applicable regulations. The company dispatched the postal ballot notice on February 17, 2026, to members whose email addresses were registered as of the cut-off date of February 13, 2026. Advertisement notifications were published in Financial Express (English) and Mumbai Lakshdeep (Marathi) newspapers on February 18, 2026.

The warrant issuance received necessary regulatory approvals from both major stock exchanges. BSE Limited granted in-principle approval vide reference LOD/PREF/HC/FIP/1696/2024-25 dated January 15, 2025, while National Stock Exchange of India Limited provided approval through reference NSE/LIST/44909 dated January 16, 2025. The allotted equity shares and remaining warrants remain subject to lock-in provisions as prescribed under SEBI regulations.