BSEBoard Meeting1d ago · 31 Aug 2026, 05:57 pm

Outcome of the Board Meeting as attached

Afcom Holdings Ltd · 544224

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Afcom Holdings Ltd's Board Meeting Outcome for Outcome Of The Board Meeting, held on August 31, 2026, has approved various matters, including audited financial statements, annual report, employee stock option scheme, and authorized capital increase.

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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk3/10
Balance Sheet Risk6/10
Liquidity Impact8/10
Market Sentiment5/10

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Afcom Holdings Ltd - 544224 - Board Meeting Outcome for Outcome Of The Board Meeting

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Date: August 31, 2026 BSE Limited, 25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai- 400 001. Symbol: 544224 Symbol: 544224 Sub: Outcome of Board Meeting held on August 31, 2026 under Regulation 30 read with Para A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 read with Para A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the meeting of the Board of Directors (the "Board") of the Company which commenced at 04:00 PM and concluded at 05:50 PM today have inter-alia transacted the following: 1. Approval of the Audited Financial Statements for FY 2025-26 along with the Independent Auditors’ Report thereon, and recommendation thereof to the Members at the ensuing 13th AGM. 2. Approval of the Annual Report for FY 2025-26, including the Directors’ Report and its annexures, Management Discussion and Analysis, Corporate Governance Report and other applicable reports/statements. 3. Recommended the re-appointment of M/s. PPN & Co., Chartered Accountants (Firm Registration No. 013623S), as Statutory Auditors of the Company for a further term from the conclusion of the 13th AGM until the conclusion of the 15th AGM, subject to approval of the Members. 4. Considered and approved the formulation and implementation of Employees stock option scheme(s) up to 10% of the existing diluted paid-up equity share capital of the Company subject to approval of the shareholders at the ensuing Annual General Meeting (AGM). 5. Authorised the Directors and/or Company Secretary to undertake necessary statutory and regulatory filings, including filings with the Registrar of Companies, Stock Exchange, Depositories and other regulatory authorities in connection with the matters approved at the meeting and the ensuing AGM. 6. Considered and fixed the date and time of the 13th Annual General Meeting to be called and convened on Friday, September 25, 2026, at 3:30 P.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) and approved the Notice of AGM. The notice and other relevant documents shall be dispatched to shareholders in due course. 7. Appointment of Mrs. Sri Vidhya Kumar, Practicing Company Secretary (ICSI Membership No. F11114 and C.P. No. 20181), as the Scrutinizer for conducting the remote e-voting process and scrutinizing the e-voting results in connection with the AGM of the Company. 8. Considered and approved the re-appointment of Mr. Jaganmohan Manthena (DIN: 03139809), Non- Executive Director of the Company, subject to the approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 30 and Schedule III of the Listing Regulations, read with the SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Disclosure Circular”), is enclosed as Annexure A. 9. Recommended the revision in remuneration payable to Capt. Deepak Parasuraman (DIN: 00699855), Chairman and Managing Director of the Company for the approval of members at the ensuing Annual General Meeting of the Company. 10. Recommended the revision in remuneration payable to Mr. Kannan Ramakrishnan (DIN: 08202306), Whole-Time Director of the Company for the approval of members at the ensuing Annual General Meeting of the Company. 11. Considered and approved the Increase of Authorised Capital of the company from the existing Rs. 30,00,00,000 (Rupees Thirty Crore Only) consisting of 3,00,00,000 (Three Crore) Equity shares of face value of Rs.10/- each to Rs. 40,00,00,000/- (Rupees Forty Crores Only) consisting of 4,00,00,000 (Four Crore) Equity shares of Face value of Rs. 10/- each and consequent alteration in Clause V of the Memorandum of Association of the company relating to the share capital of the company, subject to approval of the shareholders at the ensuing Annual General Meeting (AGM). 12. Approved the enhancement of the Company’s borrowing limit to ₹500 crore pursuant to Section 180(1)(c) of the Companies Act, 2013, subject to approval of the shareholders at the ensuing Annual General Meeting (AGM). 13. Considered and authorised the proposed investment, business expansion and induction of strategic investors in Afcom Cargo FZCO, including authority to identify, negotiate and finalise suitable strategic partners/investors and, where appropriate, restructure the shareholding of Afcom Cargo FZCO, subject to applicable laws and regulatory approvals. 14. Considered and approved the constitution of the Investment Committee comprising: Capt. Deepak Parasuraman, Managing Director Mr. Kannan Ramakrishnan, Whole-Time Director The Committee will evaluate, review and recommend investment proposals to the Board and exercise such powers as may be delegated by the Board from time to time. 15. Conversion of 2,00,000 warrants into equal number of equity shares of the Company This is in continuation to our intimation dated December 17, 2025 regarding the allotment 11,65,000 convertible warrants at an issue price of Rs. 863.17/- having face value Rs. 10/- and at a premium of Rs. 853.17/- each convertible into an equivalent number of Equity Shares. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that 2 (Two) of the said warrant holders have applied for conversion of Convertible Warrants into Equity Shares along with receipt of the remaining exercise price of Rs.647.37 per warrant being 75% of the issue price (Rs.863.17) per warrants. Consequently, the Board of Directors has approved the conversion of the said warrants into equity shares to the warrant holder. Consequent upon the above allotment of equity shares, the paid-up equity share capital of the Company stands increased as follows: S. No. Particulars No. of Equity Shares Amount (in Rs.) 1. Existing paid-up Equity Share Capital 2,87,13,616 28,71,36,160 2. Post Allotment paid-up Equity Share Capital 2,89,13,616 29,89,36,160 As per ICDR Regulations, warrant holders can convert the balance warrants by June 17, 2027 (18 months from the date of allotment). The new equity shares so allotted shall rank pari passu with the existing equity shares of the Company in all respects, including the payment of dividend and voting rights. The application for listing and trading approval of the Stock Exchange for the equity shares allotted as mentioned above shall be made in due course. The Equity Shares so allotted to the respective allottees shall be locked in for such period as specified under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Pursuant to Regulation 30 and Schedule III of the Listing Regulations, read with the SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Disclosure Circular”), the detailed disclosure in respect of the allotment of equity shares pursuant to conversion of warrants is set out below at Annexure-B. This disclosure will also be hosted on the website of the Company i.e., https://afcomcargo.com/. Kindly take the same on your record. Thanking You, For AFCOM HOLDINGS LIMITED Name : Ajith Kumar Designation : Company Secretary and Compliance Officer Annexure- A Details under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026: Particulars Details Name Mr. Jaganmohan Manthena DIN 03139809 Brief resume of the director Mr. Jaganmohan Manthena is a Non-Executive Director and Promoter of the Company. He is a decorated Fighter Pilot and Helicopter Veteran of the Indian Air Force, having served from 1987 to 2010. He was the Chief Operating Officer for the Aviation Department of the Government of Andhra Pradesh from 2007 to 2009. He continues to fly as a VVIP Pilot for Chief Ministers of various States in India and international Heads of State. He has been associated with the Co [Showing first 8,000 characters — download PDF for full document]