NSEAmendment to AOA/MOA22h ago · 19 Aug 2026, 06:14 pm
Amendment to AOA/MOA
Ice Make Refrigeration Limited · ICEMAKE
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Ice Make Refrigeration Limited has informed the Exchange regarding the Amendment to AOA/MOA of the company, aligning the Articles of Association with the terms of the Shareholders' Agreement (SHA) and recording agreed investor rights and governance-related matters.
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Full Announcement
Ice Make Refrigeration Limited has informed the Exchange regarding the Amendment to AOA/MOA of the company.
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ICEMAKE_19082026181348_4_Amendments_to_AOA.pdf
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August 19, 2026
National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex,
Bandra (E),
Mumbai - 400051
NSE Symbol: ICEMAKE
Subject: Amendments to Articles of Association of the Company
Ref.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
Dear Sir,
Pursuant to the requirements of Regulation 30 read with Part A of Schedule III of SEBI Listing
Regulations, we wish to inform you that the members of the Company has considered and approved the
amendment of the Articles of Association of the Company (“AOA”) to incorporate specific rights, terms
and provisions contained in the SHA, and adoption of the amended and restated AOA with effect from
the closing under the SSA, in substitution for, and to the exclusion of, the existing AOA, by way of
Special Resolution.
The amendments were intended to align the AOA of the Company with the terms of the SHA and to
record the agreed investor rights and governance-related matters therein, in addition to the existing
provisions of the AOA.
Brief details of alterations approved to the existing AOA, as required under Regulation 30 of the SEBI
Listing Regulations, read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-
PoD2/I/3762/2026 dated January 30, 2026, is given as Annexure I.
This intimation and copy of amended AOA are also being uploaded on Company’s website.
You are requested to kindly take the above information on record.
Thanking you,
Yours Faithfully,
For Ice Make Refrigeration Limited
Mandar Desai
Company Secretary & Compliance Officer
Annexure I
Disclosure of information pursuant to Regulation 30 of the SEBI Listing Regulations read with
SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-PoD2/I/3762/2026 dated January 30,
2026:
The AOA has been amended to incorporate the relevant provisions of the SHA as Part B of the AOA,
and adopt the amended and restated AOA with effect from closing under the SSA, in substitution for,
and to the exclusion of, the existing AOA.
The Board of Directors of the Company in their meeting held on July 24, 2026 have recommended the
amendment to the AOA which are approved by shareholders in their meeting held today i.e. on August
19, 2026, whereby all relevant provisions of the SHA will be contained in Part B of the AOA of the
Company, which shall take effect upon closing under the SSA. The following is a summary of certain
principal amendments and is not intended to be exhaustive:
i) Subject to fall away threshold (as defined in the SHA), Galilei shall have the right to appoint 1
non-executive director on the Board or nominate 1 non-voting observer.
ii) Upon the expiry of 30 months from closing under the SSA, Galilei shall have the right to
purchase from the Specified Promoters such number of additional shares as may be required
for Galilei to hold 20% shareholding in the Company.
iii) Subject to fall away threshold (as defined in the SHA), the prior consent of Galilei shall be
required on certain identified reserved matters.
iv) Galilei shall have pro-rata pre-emptive right to subscribe to such number of equity shares being
issued by the Company as is necessary for Galilei to maintain its proportionate shareholding in
the Company.
v) Subject to fall away threshold (as defined in the SHA), Galilei shall have information and
inspection rights in respect of specific matters set out in the SHA.
vi) Subject to the terms of the SHA, the Promoters have a right of first offer if Galilei proposes to
transfer its shares in the Company, and Galilei shall have a right of first offer if the Promoters
propose to transfer their shares to competitors (as listed in the SHA).
For Ice Make Refrigeration Limited
Mandar Desai
Company Secretary & Compliance Officer