Shivam Autotech Limited has secured in-principle approval from both the National Stock Exchange of India Limited (NSE) and BSE Limited for its proposed preferential issue of optionally convertible debentures. The approval, received on February 02, 2026, marks a significant step in the company's capital raising initiative.

Debenture Issue Details

The stock exchanges have granted approval for the issue of up to 12,000 unlisted, secured, redeemable optionally convertible debentures with specific parameters:

Equity Conversion Framework

The optionally convertible debentures can be converted into equity shares under the following structure:

Both exchanges have acknowledged the company's application for grant of in-principle approval for listing these equity shares proposed to be issued pursuant to the conversion of the OCDs, in terms of Regulation 28(1) of the SEBI Listing Regulations.

Regulatory Compliance Requirements

The approval comes with several mandatory compliance conditions that the company must fulfill:

• Filing the listing application at the earliest from the date of allotment
• Receipt of statutory and other approvals from authorities including SEBI, RBI, and MCA
• Compliance with all applicable guidelines and regulations of the exchanges
• Adherence to SEBI (LODR) Regulations, 2015, and Companies Act provisions
• Submission of required documents and payment of applicable fees

Trading Restrictions and Internal Controls

Both NSE and BSE have advised the company to strengthen internal controls to monitor trades executed by proposed allottees. Key requirements include:

• Obtaining undertakings from allottees confirming they will not engage in intra-day trading in the company's scrip
• Ensuring no sale transactions in the company's scrip until the allotment date
• Verification responsibility lies solely with the issuer company
• Non-compliance may impact the listing of shares

Timeline and Post-Issue Formalities

The company must adhere to strict timelines for post-approval procedures. As per SEBI circular dated June 21, 2023, the issuer must make a listing application within twenty days from the date of allotment. The exchanges have reserved their right to withdraw the in-principle approval if any information submitted is found to be incomplete, incorrect, misleading, or in contravention of applicable regulations.

The approval letters from both exchanges emphasize that this in-principle approval should not be construed as approval for listing of the securities, and the company must separately comply with listing requirements.

Shivam Autotech Limited has successfully concluded its postal ballot process, with shareholders demonstrating strong support for the company's strategic initiatives through overwhelming approval of all proposed resolutions. The company has also made an important disclosure regarding the upcoming preferential issue of optionally convertible debentures.

Postal Ballot Process and Participation

The postal ballot was conducted exclusively through remote e-voting from December 02, 2025 at 9:00 AM to December 31, 2025 at 5:00 PM. The company had 31,168 total shareholders on the record date of November 28, 2025. The voting process was managed by NSDL's e-voting platform, with CS Yogesh Kumar of Yogesh K & Associates serving as the scrutinizer.

A corrigendum was issued on December 16, 2025, allowing shareholders to modify their votes during the remaining voting period, with the final vote cast being considered for result determination.

Resolution-wise Voting Results

All five special resolutions received exceptional shareholder support, with approval rates consistently above 99.94%:

Key Approved Resolutions

The shareholders approved several critical corporate actions including approval for issuance of unlisted, secured, redeemable, optionally convertible debentures on a preferential basis, special rights grant to Alpha Alternative Structured Credit Opportunities Fund, articles of association amendment, enhanced borrowing capabilities under Section 180(1)(A), and investment and loan-making authorities under Section 180(1)(C) of the Companies Act 2013.

Promoter Non-Subscription Disclosure

In a regulatory filing dated January 07, 2025, Shivam Autotech Limited disclosed that none of the promoters, directors, key managerial personnel, or senior management personnel of the company intend to subscribe to any securities pursuant to the preferential issue of OCDs. This disclosure was made under Regulation 30 of SEBI Listing Regulations in furtherance to the postal ballot notice and corrigendum.

Compliance and Documentation

The postal ballot notice dated December 01, 2025 was disseminated through electronic mode in compliance with MCA circulars. The notice was made available on the company's website, stock exchange websites, and NSDL's e-voting platform. Company Secretary Shakti Kant Mahana confirmed the successful completion of the postal ballot process and signed the latest regulatory disclosure regarding the OCD issue.