Afcom Holdings Limited has strengthened its board with the appointment of two seasoned professionals as non-executive independent directors. The appointments, made at the company's 12th Annual General Meeting (AGM) held on September 25, 2025, bring a wealth of experience in finance, banking, and corporate leadership to the company.

New Appointments

Mr. Sudhir Laxmikant Deoras and Ms. Arundhati Mech have been appointed to serve two-year terms, extending from the 12th AGM to the 14th AGM. Both directors have been confirmed to meet the independence criteria as per the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations.

Mr. Sudhir Laxmikant Deoras: A Tata Group Veteran

Mr. Deoras brings over four decades of leadership experience within the Tata Group. His expertise spans across various sectors including steel, infrastructure, auto components, mergers and acquisitions (M&A), and international business. Notable positions in his career include:

• Managing Director of TRF (formerly Tata-Robins-Fraser Ltd.) from 2007 to 2016
• Managing Director of Tata International from 1999 to 2006
• Principal Executive Officer at Tata Steel
• Executive-in-Charge at Tata Bearings

During his tenure at TRF, Mr. Deoras led three transnational M&As, tripled growth, and increased market capitalization fourfold. At Tata International, he scaled the turnover from ₹800.00 crore to ₹8,000.00 crore, transforming it into a global trading powerhouse.

Ms. Arundhati Mech: Banking and Regulatory Expert

Ms. Mech joins Afcom Holdings with 35 years of experience at the Reserve Bank of India (RBI). Her expertise lies in banking regulation, compliance, governance, and crisis management. Key positions in her career include:

• Chief General Manager & Regional Director at RBI from 2016 to 2019
• General Manager (HR, Banking & IT) at RBI from 2010 to 2016
• Deputy General Manager (IT) at RBI from 2003 to 2010

Ms. Mech played a crucial role in managing the currency flow during demonetization, driving financial literacy programs, and implementing Core Banking Solutions in Urban Cooperative Banks.

Additional Corporate Actions

At the same AGM, Afcom Holdings shareholders approved two significant changes to the company's foundational documents:

1. An alteration to the Articles of Association (AOA), inserting Article 92(47A) regarding the issuance of convertible warrants and securities.
2. A modification to the Memorandum of Association (MOA), updating the Authorized Share Capital clause.

These appointments and changes reflect Afcom Holdings' commitment to strengthening its governance and preparing for potential future growth opportunities.

Disclaimer: This article is based on the corporate filings made by Afcom Holdings Limited to the BSE on September 26, 2025.

Afcom Holdings Limited has announced significant changes to its corporate structure and share capital following the approval of shareholders at the company's 12th Annual General Meeting (AGM) held on September 25, 2025. The meeting, which took place via video conferencing, saw the passage of several important resolutions that will shape the company's future financial flexibility and capital structure.

Alterations to Articles of Association

One of the key changes approved by shareholders is the insertion of Article 92(47A) in the company's Articles of Association (AOA). This new article grants Afcom Holdings the authority to issue convertible warrants and convertible securities through various methods, including preferential allotment, rights issues, and private placements.

The newly inserted article states:

"Notwithstanding anything contained in these Articles, the Company shall be entitled to issue, offer and allot Convertible warrants or Convertible Securities (including but not limited to fully or partly convertible debentures or any other instruments convertible into equity shares), whether by way of preferential allotment, rights issue, private placement or otherwise, in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of law as may be applicable from time to time."

This amendment provides Afcom Holdings with greater flexibility in raising capital and structuring financial instruments to meet its future needs.

Modification of Memorandum of Association

Shareholders also approved the substitution of Clause V in the company's Memorandum of Association (MOA), which pertains to the authorized share capital. The revised clause now reads:

"The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 10 Each."

This modification formalizes the company's authorized share capital structure, setting it at Rs. 30.00 crores divided into 3.00 crore equity shares with a face value of Rs. 10.00 each.

AGM Details and Voting Results

The 12th AGM of Afcom Holdings Limited was conducted through video conferencing and other audio-visual means (VC/OAVM) on September 25, 2025. The meeting commenced at 3:30 PM and concluded at 4:35 PM.

According to the company's filing, all resolutions presented in the AGM notice were passed by the members with the requisite majority. The detailed voting results, as scrutinized by Mrs. Sri Vidhya Kumar, Partner of M/s. S.A.E & Associates LLP, will be uploaded in XBRL format within two working days from the conclusion of the AGM.

Afcom Holdings has stated that the consolidated scrutinizer's report is available on the company's website at www.afcomcargo.com for shareholders and interested parties to review.

These approved changes are expected to enhance Afcom Holdings' ability to manage its capital structure effectively and provide additional avenues for future growth and expansion.