Dhenu Buildcon Infra Limited has announced significant changes in its leadership and auditing structure, signaling a new chapter in the company's governance.

New Executive Director Appointment

The Board of Directors has appointed Mr. Kalpesh Bhanushali (DIN: 11200720) as an Additional Executive Director, effective July 21, 2025. Mr. Bhanushali, a Commerce Graduate with financial literacy, brings valuable expertise in accounting and financial aspects of the company. His appointment is subject to shareholder approval at the upcoming 117th Annual General Meeting (AGM).

Mr. Bhanushali's initial term is set for up to three months, with a potential extension for a five-year term upon shareholder approval. This appointment aims to strengthen the company's executive leadership and financial oversight.

New Secretarial Auditor

In a move to enhance its corporate governance practices, Dhenu Buildcon has appointed M/s Ramesh Chandra Bagdi & Associates as the new Secretarial Auditor. The Indore-based firm, known for its expertise in corporate and SEBI laws, has been engaged for a five-year term starting from the Financial Year 2025-2026, subject to shareholder approval at the upcoming AGM.

Statutory Auditor Resignation

In a significant development, the company's statutory auditors, M/s Subramanium Bengali & Associates (ICAI Firm Registration No. 127499W), have tendered their resignation effective July 21, 2025. The auditors cited their inability to continue due to changes in stakeholders during the last financial year as the primary reason for their departure.

New Internal Auditor

Dhenu Buildcon Infra Limited has appointed Mr. Asutosh Sahu as the Internal Auditor of the company, effective July 21, 2025, as approved by the Board of Directors. The appointment was made in compliance with section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 for conducting Internal Audit of the Company. Mr. Sahu is a graduate in the field of Accounts with knowledge and experience in accounting. The company disclosed that there are no relationships between directors in connection with this appointment.

Additional Board Decisions

The Board meeting, which lasted from 04:45 PM to 07:15 PM on July 21, 2025, also resulted in several other key decisions:

1. Approval of a supplementary loan agreement with non-promoter group members.
2. A significant increase in the company's Authorized Share Capital from ₹2.25 crore to ₹1,000.00 crore, subject to shareholder approval.
3. Proposed issuance of up to 5,91,54,92,940 equity shares at ₹1.42 per share on a preferential basis to non-promoter category investors, converting existing unsecured loans.
4. Scheduling of the 117th AGM for August 18, 2025, to be held via video conferencing.

These changes reflect Dhenu Buildcon Infra Limited's efforts to strengthen its corporate structure and financial position. The company's shareholders and the market will be keenly watching how these developments impact its future performance and governance.

Dhenu Buildcon Infra Limited , a prominent player in the construction sector, has announced a series of significant changes that are set to reshape the company's financial structure and leadership team. The Board of Directors, in a meeting held on July 21, approved several key decisions that signal a major transformation for the company.

Capital Restructuring

In a bold move, Dhenu Buildcon Infra has approved a substantial increase in its authorized share capital. The company plans to raise its capital from ₹2.25 crore to ₹1,000 crore, subject to shareholder approval. This monumental 444-fold increase in authorized capital is designed to accommodate the company's ambitious growth plans.

Debt-to-Equity Conversion

The company has announced a significant debt-to-equity conversion plan. Dhenu Buildcon Infra will issue up to 5.91 billion equity shares at ₹1.42 per share to six non-promoter investors. This move will convert existing unsecured loans worth approximately ₹840 crore into equity, substantially altering the company's capital structure and potentially improving its debt-to-equity ratio.

The preferential allotment will be made to the following non-promoter investors:

Leadership Changes

The Board has made several key appointments to strengthen its leadership team:

1. Additional Executive Director: Mr. Kalpesh Bhanushali (DIN: 11200720) has been appointed as an Additional Executive Director, effective July 21. His appointment is subject to shareholder approval at the upcoming Annual General Meeting (AGM).

2. Internal Auditor: Mr. Asutosh Sahu, a graduate in the field of Accounts with relevant knowledge and experience, has been appointed as the Internal Auditor for a term of five years.

3. Secretarial Auditor: M/s Ramesh Chandra Bagdi & Associates, an Indore-based practicing CS firm, has been appointed as the Secretarial Auditor for a term of five years, subject to shareholder approval.

Statutory Auditor Resignation

The company's statutory auditors, M/s Subramanium Bengali & Associates (ICAI Firm Registration No. 127499W), have resigned due to changes in stakeholders during the last financial year. The company is expected to appoint new statutory auditors in due course.

Annual General Meeting

Dhenu Buildcon Infra has scheduled its 117th Annual General Meeting for August 18, to be held via video conferencing. The cut-off date for determining voting eligibility has been set as August 11.

These sweeping changes indicate a significant transformation for Dhenu Buildcon Infra Limited. The massive increase in authorized capital, coupled with the debt-to-equity conversion and leadership changes, suggests that the company is gearing up for a new phase of growth and development. Shareholders and market watchers will be keenly observing how these changes impact the company's financial health and future prospects.