Foseco India Limited has issued a clarification regarding the pricing basis for its proposed preferential issue of equity shares, following a request from the National Stock Exchange of India Limited (NSE). The company provided this update in response to queries raised during the process of seeking in-principle approval for the preferential issue.

Key Points of Clarification

• The clarification pertains to the Extra-Ordinary General Meeting (EGM) scheduled for September 21, 2025.
• NSE requested changes to Paragraph 3 of Point 6 in the EGM Notice's Explanatory Statement regarding share price determination.
• The company has updated its statement to align with its Articles of Association.

Revised Statement on Share Price Determination

The updated statement in the EGM Notice now reads:

"The Articles of Association of the Company provide that where at any time it is proposed to increase the subscribed capital of the Company by allotment of further shares, either out of the unissued capital or out of the increased share capital, then such further shares shall be offered to any persons, either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed."

This revision replaces the previous statement which had indicated that the Articles of Association did not provide for a method resulting in a floor price higher than that determined under SEBI ICDR Regulations.

Implications for Shareholders

The clarification provides greater transparency on how Foseco India determines share prices for preferential issues. It emphasizes the role of a registered valuer in price determination, which could potentially offer additional protection to existing shareholders by ensuring fair pricing of new share issuances.

Regulatory Compliance

Foseco India's prompt response to the NSE's request demonstrates the company's commitment to regulatory compliance and transparent communication with its stakeholders. The disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Investors and stakeholders are advised to refer to the updated EGM Notice for complete details regarding the proposed preferential issue of equity shares and the basis of price determination.

Foseco India Limited , a leading manufacturer of foundry chemicals, held its first Extraordinary General Meeting (EGM) on September 21, 2025, through video conferencing. The meeting saw strong participation from shareholders, who voted on four critical resolutions that could shape the company's future trajectory.

Shareholder Participation and Voting Process

The EGM attracted significant attention from the company's investor base. Out of 13,957 total shareholders on the cut-off date, 38 attended the meeting via video conference, including three from the promoter and promoter group. Foseco India facilitated remote e-voting from September 18-20, 2025, with additional e-voting available during the meeting to ensure maximum participation.

Key Resolutions Passed

All four resolutions presented at the EGM received overwhelming support from shareholders:

1. Preferential Equity Share Allotment: This special resolution, aimed at issuing, offering, and allotting equity shares on a preferential basis, secured 99.98% votes in favor.

2. Increase in Authorized Share Capital: The ordinary resolution to increase the authorized share capital and amend the Capital Clause of the Memorandum of Association passed with 99.98% approval.

3. Appointment of New Director: Shareholders approved the appointment of Manuel Antonio Delfino Aguilera as a non-executive non-independent director with 99.98% votes in favor.

4. Investment Limit Expansion: A special resolution to approve investing company funds beyond statutory limits under Section 186 of the Companies Act, 2013, received 99.86% support.

Voting Breakdown

The voting results demonstrated strong backing across all shareholder categories:

Implications and Next Steps

The strong shareholder support for these resolutions signals confidence in Foseco India's strategic direction. The approval for preferential share allotment and increased investment limits could provide the company with additional financial flexibility for future growth initiatives.

The appointment of Manuel Antonio Delfino Aguilera to the board brings new expertise to the company's leadership. His role as a non-executive director is expected to contribute to Foseco India's governance and strategic decision-making processes.

With these resolutions passed, Foseco India is now positioned to implement its plans, potentially leading to enhanced shareholder value and strengthened market position in the foundry chemicals sector.

The company's commitment to transparency was evident in the detailed scrutinizer's report provided by Jayavant B. Bhave, ensuring a fair and transparent voting process for all shareholders.